Common use of Certain Information Clause in Contracts

Certain Information. Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject to the Company's fulfillment of ------------------- its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser Merger Sub with respect to any information supplied or to be supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser Merger Sub in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 14D-9, the information statement required under Rule 14f-1 of the Exchange Act or the Proxy Statement will, at the respective times the Schedule 14D-9 14D-9, the information statement required under Rule 14f-1 of the Exchange Act and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or PurchaserMerger Sub, or with respect to any information supplied by Parent or Purchaser Merger Sub for inclusion in the Schedule 14D-9 14D-9, the information statement required under Rule 14f-1 of the Exchange Act or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser Merger Sub shall so describe the event to the Company.

Certain Information. Subject to The Schedule 14D-9 and the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents Proxy Statement will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and neither the Offer Documents will notSchedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser the Company with respect to any information supplied by the Company Parent or Purchaser in writing for inclusion in, or with respect to the Company Parent or Purchaser information derived from the CompanyParent's public SEC filings which is included or incorporated by reference in in, the Offer DocumentsSchedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied by Parent or Purchaser the Company in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Offer Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Offer Documents are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaserthe Company, or with respect to any information supplied by Parent or Purchaser the Company in writing for inclusion in any of the Schedule 14D-9 or the Proxy StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Offer Documents, Parent or Purchaser the Company shall so describe the event to the CompanyParent.

Certain Information. Subject to the CompanyParent's and Merger Sub's fulfillment of its their respective obligations hereunder with respect thereto, the Offer Documents Schedule 14D-9 and the Proxy Statement will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and neither the Offer Documents will notSchedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser Company with respect to any information supplied or to be supplied by the Company Parent or Merger Sub in writing for inclusion in, or with respect to the Company Parent or Merger Sub information derived from the CompanyParent's public SEC filings which is included or incorporated by reference in in, the Offer DocumentsSchedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied by Parent or Purchaser Company in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Offer Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Offer Documents are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or PurchaserCompany, or with respect to any information supplied by Parent or Purchaser Company for inclusion in any of the Schedule 14D-9 or the Proxy StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Offer Documents, Parent or Purchaser Company shall so describe the event to the CompanyParent.

Certain Information. Subject None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Company's fulfillment Proxy Statement will (a) contain any untrue statement of its obligations hereunder with respect thereto, the Offer Documents will contain (a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein not misleading, or (b) on the rules and regulations thereunder and any other applicable law and will conform in all material respects with date such Proxy Statement is first mailed to the requirements stockholders of the Exchange Act and any other applicable lawCompany, and the Offer Documents will not, or at the respective times they are filed with time of the SEC or published, sent or given to the Company's stockholders, Company 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior All documents that Xxxxxx is responsible for filing with the SEC in connection with the transactions contemplated herein, to the Effective Time extent relating to Parent, Merger Sub or any event other Subsidiary of Parent or other information supplied by or on behalf of Parent, Merger Sub or any other Subsidiary of Parent for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. Notwithstanding the foregoing provisions of this Section 4.6, no representation or warranty is made by Parent or Merger Sub with respect to information or statements made or incorporated by reference in any document filed with the SEC or any other Governmental Entity as contemplated hereby, which information or statements were not supplied by or on behalf of Parent or Purchaser, Merger Sub or with respect to any were based upon information supplied by to Parent or Purchaser for inclusion in the Schedule 14D-9 Merger Sub by or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to on behalf of the Company.

Certain Information. Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; providedPROVIDED, howeverHOWEVER, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject to the Company's fulfillment Corporation’s fulfilment of its obligations hereunder under the Support Agreement with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act Securities Laws and the rules and regulations thereunder and any other applicable law Corporate Laws and will conform in all material respects with the requirements of the Exchange Act Securities Laws and any other applicable lawCorporate Laws, and the Offer Documents will not, at the respective times time they are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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; provided, however, that no representation or warranty is hereby made by the Parent or Purchaser and Offeror with respect to any information supplied or to be supplied by or on behalf of the Company Corporation or Offeror in writing for inclusion in, or with respect to the Company Corporation information derived from the Company's Corporation’s public SEC filings which is included or incorporated by reference in in, the Offer Documents. None of the information supplied or to be supplied by or on behalf of the Parent or Purchaser Offeror in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Recommendation Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Recommendation Documents are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Expiry Time any event with respect to the Parent or PurchaserOfferor, or with respect to any information supplied by the Parent or Purchaser Offeror for inclusion in any of the Schedule 14D-9 or the Proxy StatementRecommendation Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Recommendation Documents, the Parent or Purchaser Offeror shall so describe the event to the CompanyCorporation.

Certain Information. Subject to the Company's fulfillment Parent’s and Offeror’s fulfilment of its their respective obligations hereunder with respect thereto, the Offer Recommendation Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act Securities Laws and the rules and regulations thereunder and any other applicable law Corporate Laws and will conform in all material respects with the requirements of the Exchange Act Securities Laws and any other applicable lawCorporate Laws, and the Offer Recommendation Documents will not, at the respective times time they are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser on behalf of the Corporation with respect to any information supplied or to be supplied by the Company Parent or Offeror in writing for inclusion in, or with respect to the Company Parent or Offeror information derived from the Company's Parent’s public SEC filings which is included or incorporated by reference in in, the Offer Recommendation Documents. None of the information supplied or to be supplied by Parent or Purchaser the Corporation in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Offer Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Offer Documents are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Expiry Time any event with respect to Parent or Purchaserthe Corporation, or with respect to any information supplied by Parent or Purchaser the Corporation for inclusion in any of the Schedule 14D-9 or the Proxy StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Offer Documents, Parent or Purchaser the Corporation shall so describe the event to the CompanyParent.

Certain Information. Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the The Offer Documents will not, at the respective times they (and any amendment or supplement thereto) are first filed with the SEC SEC, amended or supplemented or first published, sent distributed or given disseminated to the Company's ’s stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, contain any untrue misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading. If at , or, omit to state any time prior material fact required to the Effective Time be stated therein or necessary to correct any event statement in any earlier communication with respect to the Offer or the Merger which has become false or misleading. The Offer Documents, including any amendment or supplement thereto, will, comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or Purchaser, or warranty with respect to any statements included or incorporated by reference in the Offer Documents based on information supplied in writing by or on behalf of the Company specifically for inclusion or incorporation by reference therein. None of the information supplied or to be supplied by or on behalf of Parent or Purchaser Merger Sub specifically for inclusion or incorporation by reference in the Schedule 14D–9 will, at the time it is first (and any amendment or supplement thereto) filed with the SEC, amended or supplemented or first published, distributed or disseminated to the Company’s stockholders, contain any untrue or misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or, omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the Offer or the Merger which has become false or misleading. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty with respect to statements included or incorporated by reference in the Schedule 14D-9 based on information supplied in writing by or on behalf of the Proxy Statement, shall occur which is required to be described in an amendment of, Company specifically for inclusion or a supplement to, such document, Parent or Purchaser shall so describe the event to the Companyincorporation by reference therein.

Certain Information. Subject to the Company's fulfillment of its ------------------- obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject to The Schedule 14D-9 and the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents Proxy Statement will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and neither the Offer Documents will notSchedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; providedPROVIDED, howeverHOWEVER, that no representation or warranty is hereby made by Parent or Purchaser the Company with respect to any information supplied by the Company Parent or Purchaser in writing for inclusion in, or with respect to the Company Parent or Purchaser information derived from the CompanyParent's public SEC filings which is included or incorporated by reference in in, the Offer DocumentsSchedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied by Parent or Purchaser the Company in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Offer Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Offer Documents are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaserthe Company, or with respect to any information supplied by Parent or Purchaser the Company in writing for inclusion in any of the Schedule 14D-9 or the Proxy StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Offer Documents, Parent or Purchaser the Company shall so describe the event to the CompanyParent.

Certain Information. Subject to the Company's fulfillment Corporation’s fulfilment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act Securities Laws and the rules and regulations thereunder and any other applicable law Corporate Laws and will conform in all material respects with the requirements of the Exchange Act Securities Laws and any other applicable lawCorporate Laws, and the Offer Documents will not, at the respective times time they are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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; provided, however, that no representation or warranty is hereby made by the Parent or Purchaser and Offeror with respect to any information supplied or to be supplied by or on behalf of the Company Corporation or Offeror in writing for inclusion in, or with respect to the Company Corporation information derived from the Company's Corporation’s public SEC filings which is included or incorporated by reference in in, the Offer Documents. None of the information supplied or to be supplied by the Parent or Purchaser Offeror in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Recommendation Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Recommendation Documents are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Expiry Time any event with respect to the Parent or PurchaserOfferor, or with respect to any information supplied by the Parent or Purchaser Offeror for inclusion in any of the Schedule 14D-9 or the Proxy StatementRecommendation Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Recommendation Documents, the Parent or Purchaser Offeror shall so describe the event to the CompanyCorporation.

Certain Information. Subject to the CompanyParent's and Purchaser's ------------------- fulfillment of its their respective obligations hereunder with respect thereto, the Offer Documents Schedule 14D-9 and the Proxy Statement will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and neither the Offer Documents will notSchedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser Company with respect to any information supplied by the Company Parent or Purchaser in writing for inclusion in, or with respect to the Company Parent or Purchaser information derived from the CompanyParent's public SEC filings which is included or incorporated by reference in in, the Offer DocumentsSchedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied by Parent or Purchaser Company for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Offer Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Offer Documents are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or PurchaserCompany, or with respect to any information supplied by Parent or Purchaser Company for inclusion in any of the Schedule 14D-9 or the Proxy StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Offer Documents, Parent or Purchaser Company shall so describe the event to the CompanyParent.

Certain Information. Subject None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Company's fulfillment Proxy Statement will (a) contain any untrue statement of its obligations hereunder with respect thereto, the Offer Documents will contain (a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein not misleading, or (b) on the rules and regulations thereunder and any other applicable law and will conform in all material respects with date such Proxy Statement is first mailed to the requirements stockholders of the Exchange Act and any other applicable lawCompany, and the Offer Documents will not, or at the respective times they are filed with time of the SEC or published, sent or given to the Company's stockholders, Company 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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, in light of the circumstances under which they are made, not misleading. If at any time prior All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the Effective Time extent relating to Parent, Merger Sub or any event other Subsidiary of Parent or other information supplied by or on behalf of Parent, Merger Sub or any other Subsidiary of Parent for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. Notwithstanding the foregoing provisions of this Section 4.6, no representation or warranty is made by Parent or Merger Sub with respect to information or statements made or incorporated by reference in any document filed with the SEC or any other Governmental Entity as contemplated hereby, which information or statements were not supplied by or on behalf of Parent or Purchaser, Merger Sub or with respect to any were based upon information supplied by to Parent or Purchaser for inclusion in the Schedule 14D-9 Merger Sub by or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to on behalf of the Company.