Common use of Offer Documents; Proxy Statement; Other Information Clause in Contracts

Offer Documents; Proxy Statement; Other Information. None of the information supplied by DLB or ADI for inclusion in the Offer (together with the related letter of transmittal, the "Offer Documents") (including any amendments or supplements thereto and including Statements on Schedules 14D-1 and 14D-9) will, at the respective times the Offer Documents or any amendments or supplements thereto are filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information relating to DLB or ADI supplied for inclusion in the proxy statement which is to be mailed to the stockholders of the Company in connection with any meeting of stockholders convened in accordance with Section 6.4 or any information statement which is to be mailed to the stockholders of the Company in connection with any action taken without solicitation of proxies or consents (such proxy statement or information statement is herein referred to as the "Proxy Statement") will, at the time the Proxy Statement is mailed, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or, at the time of the meeting of stockholders to which any such Proxy Statement relates, as then amended or supplemented, necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of any proxy for such meeting. The Statement on Schedule 14D-1 will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents; Proxy Statement; Other Information. If a Proxy Statement is required for the consummation of the Merger under applicable law, the Proxy Statement will comply in all material respects with the Exchange Act, except that no representation is made by the Company with respect to information supplied in writing by Parent or any affiliate of Parent (other than the Company and its subsidiaries) specifically for inclusion in the Proxy Statement. The letter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be distributed to stockholders in connection with the Merger, or any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Proxy Statement." None of the information relating to the Company and its subsidiaries supplied in writing by DLB or ADI the Company specifically for inclusion in the Offer (together Documents or any schedules required to be filed with the related letter of transmittal, the "Offer Documents") (including any amendments or supplements thereto and including Statements on Schedules 14D-1 and 14D-9) SEC in connection therewith will, at the respective times the Offer Documents or any amendments or supplements thereto or any such schedules are filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information relating to DLB or ADI supplied for inclusion in the proxy statement which is to be mailed to the stockholders of the Company in connection with any meeting of stockholders convened in accordance with Section 6.4 or any information statement which is to be mailed to the stockholders of the Company in connection with any action taken without solicitation of proxies or consents (such proxy statement or information statement is herein referred to as the "Proxy Statement") will, at the time the Proxy Statement is mailed, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or, at the time of the meeting of stockholders to which any such Proxy Statement relates, as then amended or supplemented, necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of any proxy for such meeting. The Statement on Schedule 14D-1 14D-9 will comply in all material respects as to form with the requirements Exchange Act, except that no representation is made by the Company with respect to information supplied in writing by Parent or any affiliate of Parent (other than the Exchange Act Company and its subsidiaries) specifically for inclusion in the rules and regulations thereunder.Schedule 14D-9..

Offer Documents; Proxy Statement; Other Information. The Schedule 14D-9 and if required for the consummation of the Merger under applicable law, a Proxy Statement will comply in all material respects with the applicable federal securities laws, except that no representation is made by the Company with respect to information supplied by the Purchaser or any affiliate of the Purchaser, in writing, for inclusion in the Schedule 14D-9 or the Proxy Statement or any amendments or supplements thereto. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by the Purchaser or the Sub in writing for inclusion in the Schedule 14D-9. None of the information relating to the Company and its subsidiaries supplied in writing by DLB or ADI the Company for inclusion in the Offer (together with Documents or the related letter of transmittalProxy Statement, the "Offer Documents") (including any amendments or supplements thereto and including Statements on Schedules 14D-1 and 14D-9) to either of the foregoing, or any schedules required to be filed with the SEC in connection therewith, will, at the respective times the Offer Documents or Proxy Statement or any amendments or supplements thereto are filed with the SECSEC or mailed to the stockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The letter to stockholders, notice of meeting, proxy statement and form of proxy, or the information relating to DLB or ADI supplied for inclusion in statement, as the proxy statement which is case may be, to be mailed distributed to the stockholders of the Company in connection with any meeting of stockholders convened in accordance with Section 6.4 or any information statement which is to be mailed to the stockholders of the Company in connection with any action taken without solicitation of proxies or consents (such proxy statement or information statement is herein Merger, are collectively referred to herein as the "Proxy Statement") will, at the time the Proxy Statement is mailed, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or, at the time of the meeting of stockholders to which any such Proxy Statement relates, as then amended or supplemented, necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of any proxy for such meeting. The Statement on Schedule 14D-1 will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.