Common use of DSS Proxy Statement Clause in Contracts

DSS Proxy Statement. (a) Seller and SED shall use their best efforts to deliver to Buyer and DSS a complete set of Disclosure Schedules in accordance with the introduction to ARTICLE III within fourteen (14) days after the date of this Agreement. The Parties shall cooperate with one another in the preparation of the DSS Proxy Statement. DSS will provide SED and Seller and their counsel with a reasonable opportunity to review and comment on the DSS Proxy Statement (and all supplements and amendments thereto) prior to delivering it to holders of DSS Common Stock, and will provide SED and Seller and their counsel with a copy of the final DSS Proxy Statement (and all supplements and amendments thereto) promptly after it is delivered to holders of the DSS common stock. Each Party shall promptly notify the others if at any time it becomes aware that the DSS Proxy Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, DSS shall prepare and deliver to holders of DSS common stock a supplement or an amendment to the DSS Proxy Statement that corrects such misstatement or omission. (b) On the DSS Proxy Filing Date, each of Seller and SED shall deliver to DSS and Buyer a certificate, dated the DSS Proxy Filing Date and signed by a duly authorized officer, that (i) other than the representations and warranties of Seller and SED contained in Section 3.01, Section 3.02, Section 3.03, Section 3.07(a) and Section 3.28, the representations and warranties of Seller and SED contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto are true and correct in all respects (in the case of any representation or warranty qualified by materiality or Company Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Company Material Adverse Effect) on and as of the DSS Proxy Filing Date a with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), and (ii) the representations and warranties of Seller and SED contained in Section 3.01, Section 3.02, Section 3.03, Section 3.07(a) and Section 3.28 shall be true and correct in all respects on and as of the DSS Proxy Filing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects)