Common use of Disclosure Documents Clause in Contracts

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this AgreementAgreement and at the Effective Time, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company statement/prospectus to be filed by the Company with the SEC in connection with the Merger (the “Proxy Statement/Prospectus”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Proxy Statement Statement/Prospectus or any amendment or supplement thereto is first mailed to stockholders of the Company, Company and at the time such stockholders vote on adoption of this AgreementEffective Time, the Proxy Statement/Prospectus, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained Notwithstanding anything to the contrary in this Section 4.09 will not apply 5.09, no representation or warranty is made by the Company with respect to statements information contained or omissions included incorporated by reference in the Proxy Statement based upon information furnished to the Company Statement/Prospectus supplied by or on behalf of by Parent or Merger Subsidiary in writing by Parent specifically for use inclusion or incorporation by reference therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "COMPANY PROXY STATEMENT") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on approval and adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished in writing to the Company in writing by Parent or its representatives specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and (such proxy statement, including any amendments or supplements thereto (thereto, the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act1934 Act and the rules and regulations promulgated thereunder. At the time the Proxy Statement and any amendments or any amendment or supplement supplements thereto is are first mailed to the stockholders of the Company, Company and at the time such stockholders vote on adoption of this Agreementthe Stockholder Approvals, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement based upon information furnished to the Company in writing supplied by Parent Parent, Merger Subsidiary or any of their Representatives specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 4.10(a) will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption of this AgreementAgreement and at the Effective Time, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by or on behalf of Parent or Merger Subsidiary specifically for use therein.

Disclosure Documents. (a) The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "COMPANY PROXY STATEMENT"), and any amendments or supplements thereto (the “Proxy Statement”) thereto, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, Company and at the time such stockholders shareholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by or on behalf of Parent or Merger Sub specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger Shareholder Matters (the "COMPANY PROXY STATEMENT") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the CompanyCompany Shareholders, and at the time such stockholders the Company Shareholders vote on adoption of this Agreementthe Shareholder Matters, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 3.10 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically or on behalf of the New Investor for use therein.

Disclosure Documents. The proxy or information statement of with respect to the Company or any of its Subsidiaries that the Company supplies to be filed with Parent specifically for use in the SEC in connection with the Merger and any amendments or supplements thereto (the “Proxy Registration Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Proxy Statement or any amendment or supplement thereto will not, at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) or on the date that the Proxy Statement is first mailed to stockholders of the Company, and Company Stockholders or at the time such stockholders vote on adoption of this Agreementthe Company Stockholders Meeting, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will 3.25 do not apply to statements or omissions included or incorporated by reference in the Registration Statement or the Proxy Statement based upon information furnished supplied to the Company in writing by Parent or Merger Sub or Merger LLC or any of their respective Representatives specifically for use or incorporation by reference therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption of this AgreementAgreement and at the Effective Time, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (the “Company Proxy Statement”) will, when filed, and at any time that it is amended or supplemented, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption of this AgreementAgreement and at the Effective Time, the Company Proxy Statement, as supplemented or amendedamended through each such date, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy information supplied or information statement to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the definitive proxy statement to be filed with sent to the SEC Company stockholders in connection with the Merger and the other transactions contemplated by this Agreement (including a letter to stockholders, notice of meeting and form of proxy accompanying the proxy statement and any amendments or supplements thereto (thereto, the “Proxy Statement”) will), when filed, comply as to form in all material respects with at the applicable requirements of the Exchange Act. At the time the Proxy Statement or any amendment or supplement thereto date it is first mailed to the Company stockholders of the Company, and or at the time such stockholders vote on adoption of this Agreement, the Proxy Statement, as supplemented or amended, if applicableCompany Stockholder 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 made therein, in the light of the circumstances under which they were are made, not misleading. The representations and warranties contained in Notwithstanding the foregoing provisions of this Section 4.09 will not apply 4.09, no representation or warranty is made by the Company with respect to information or statements made or omissions included incorporated by reference in the Proxy Statement based upon information furnished to which were not supplied by or on behalf of the Company in writing by Parent specifically for use thereinCompany.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (the “Company Proxy Statement”) and any amendment or supplement thereto will, when filed, comply as to form in all material respects respects, with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement and any amendments or any amendment or supplement supplements thereto is are first mailed to the stockholders of the Company, Company and at the time such stockholders vote on approval and adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Company Proxy Statement based upon information furnished to the Company in writing supplied by Parent Parent, Merger Subsidiary or any of their respective representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein.

Disclosure Documents. (a) The proxy or information statement of the Company to be filed with the SEC in connection with the Merger Proxy Statement/Prospectus and any amendments amendment or supplements thereto (the “Proxy Statement”) willsupplement thereto, when filed, will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. At the time the Proxy Statement Statement/Prospectus or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, Company and at the time such stockholders shareholders vote on the approval and adoption of this Agreement, the Proxy Statement/Prospectus, as supplemented or amended, if applicable, 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 made contained therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will 3.09(a) do not apply to statements in or omissions included in from the Proxy Statement Statement/Prospectus or any amendment or supplement thereto based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company Parent to be filed with the SEC in connection with the Merger transactions contemplated hereby (the “Parent Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Parent Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the CompanyParent, and at the time such stockholders vote on adoption of this Agreement, the Parent Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 5.09 will not apply to statements or omissions included in the Parent Proxy Statement or any amendment or supplement thereto based upon information furnished to Parent by the Sellers or the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "COMPANY PROXY STATEMENT") and any amendments or supplements thereto (to the “Company Proxy Statement”) Statement will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto to the Company Proxy Statement is first mailed to stockholders of the Company, and at the time such those stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger Charter Amendment (the “Company Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption of this Agreementthe Charter Amendment, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 2.05 will not apply to statements in or omissions included in from the Company Proxy Statement based upon information furnished in writing to the Company in writing by Shareholder Parent or Shareholder specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "COMPANY PROXY STATEMENT") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption approval of the principal terms of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 4.10 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (the “Proxy Statement”) and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and any amendments or supplements thereto the adoption of the Amended and Restated Company Charter (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Proxy Statement and any amendments or any amendment or supplement supplements thereto is first mailed to the stockholders of the Company, Company and at the time such stockholders vote on adoption of this Agreementthe Company Stockholder Approval, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement to the extent based upon information furnished to the Company in writing supplied by Parent Parent, Merger Subsidiary or any of their respective Representatives specifically for use or incorporation by reference therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (the “Company Proxy Statement”) and any amendment or supplement thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement and any amendments or any amendment or supplement supplements thereto is are first mailed to the stockholders of the Company, Company and at the time such stockholders vote on approval and adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section ‎Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Company Proxy Statement based upon information furnished to the Company in writing supplied by Parent Parent, Merger Subsidiary or any of their respective representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger Proxy Statement, Schedule 13e-3 and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Proxy Statement Statement, Schedule 13e-3 or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption of this Agreement, the Proxy Statement, as supplemented or amended, if applicableand the Schedule 13e-3, as supplemented or amended, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Proxy Statement or the Schedule 13-3 based upon information furnished to the Company in writing by Parent Parent, Merger Sub, any Member of Parent, or any of their respective Affiliates, specifically for use therein.

Disclosure Documents. (a) The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "Company Proxy Statement") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 4.09(a) will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (the “Proxy Statement”) and any amendment or supplement thereto will, when filedfiled in definitive form, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Proxy Statement and any amendments or any amendment or supplement supplements thereto is are first mailed to stockholders the shareholders of the Company, Company and at the time such stockholders vote on adoption of this Agreementthe Company Shareholder Approval, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement based upon information furnished to the Company in writing supplied by Parent Parent, Merger Subsidiary or any of their respective representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The proxy or information statement of the Company statement/prospectus to be filed with the SEC in connection with the Merger (the "Company Proxy Statement") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this AgreementAgreement and as of the Effective Time, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 4.09(a) will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use thereinParent.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "Company Proxy Statement") and any amendments amendment or supplements supplement thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable 18 requirements of the Exchange 1934 Act. At the time the Company Proxy Statement and any amendments or any amendment or supplement supplements thereto is are first mailed to the stockholders of the Company, Company and at the time such stockholders vote on approval and adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Company Proxy Statement based upon information furnished to the Company in writing supplied by Parent Parent, Merger Subsidiary or any of their respective representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "COMPANY PROXY STATEMENT") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this AgreementAgreement and at the Effective Time, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "Proxy Statement") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto (to the “Company Proxy Statement”) Statement will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto to the Company Proxy Statement is first mailed to stockholders of the Company, and at the time such those stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger Shareholder Matters (the "Company Proxy Statement") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the CompanyCompany Shareholders, and at the time such stockholders the Company Shareholders vote on adoption of this Agreementthe Shareholder Matters, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 3.10 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically or on behalf of the New Investor for use therein.

Disclosure Documents. (a) The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "COMPANY PROXY STATEMENT") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 4.09(a) will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (the “"Proxy Statement”") will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "PROXY STATEMENT") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 0 will not apply to statements or omissions included in the Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "Company Proxy Statement") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this AgreementAgreement and at the Effective Time, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "Company Proxy Statement") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this AgreementAgreement and at the Effective Time, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply ---- to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act1934 Act and the rules and regulations thereunder. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. (a) The proxy or information statement of the Company to be filed with the SEC and the CSA in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange ActSecurities Laws. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 4.09(a) will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent or Merger Sub specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (the “Proxy Statement”) and any amendment or supplement thereto will, when filedfiled in definitive form, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Proxy Statement and any amendments or any amendment or supplement supplements thereto is are first mailed to stockholders the shareholders of the Company, Company and at the time such stockholders vote on adoption of this Agreementthe Company Shareholder Approval, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section ‎‎Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement based upon information furnished to the Company in writing supplied by Parent Parent, Merger Subsidiary or any of their respective representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger Company Shareholder Meeting (the "COMPANY PROXY STATEMENT") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption the issuance of this Agreementthe Convertible Notes, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 3.07 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent the Investors specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this AgreementAgreement at the Stockholder Meeting, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company (the “Proxy Statement”) to be filed with furnished to the SEC in connection with the Merger and any amendments or supplements thereto (the “Proxy Statement”) will, when filedfiled or furnished, comply as to form in all material respects with the applicable requirements Law and any applicable rules and regulations of the Exchange Act, the SEC and the Nasdaq Global Select Market. At the time the Proxy Statement and any amendments or any amendment or supplement supplements thereto is first mailed to stockholders the shareholders of the Company, Company and at the time such stockholders vote on adoption of this Agreementthe Company Requisite Vote, the Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 3.9 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement based upon information furnished to the Company in writing supplied by Parent specifically for use thereinParent, Merger Sub or any of their respective Representatives.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the "COMPANY PROXY STATEMENT") and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein.

Disclosure Documents. The proxy or information statement of the Company to be filed with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto (the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company, and at the time such stockholders shareholders vote on adoption of this AgreementAgreement and at the Effective Time, the Company Proxy Statement, as supplemented or amended, if applicable, 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein.