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

Offer Documents; Proxy Statement; Other Information. The Offer --------------------------------------------------- Documents will not, at the time the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of 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 made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of Company, at the time of the Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by Company or any of its representatives which is contained in any of the foregoing documents or the Offer Documents. The Offer Documents shall 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. The Offer --------------------------------------------------- Documents will not, at the time the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of 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 made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of Company, at the time of the Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by Company or any of its representatives which is contained in any of the foregoing documents or the Offer Documents. The Offer Documents shall 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. The None of the information supplied by DLB or ADI for inclusion in the Offer --------------------------------------------------- Documents will not(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 time respective times the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of Company, as the case may beSEC, 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 made therein, in the light of the circumstances under which they are made, therein not misleading. The information supplied by Parent for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of Companymisleading or, at the time of the Stockholders' Meeting and at the Effective Timemeeting of stockholders to which any such Proxy Statement relates, contain any statement whichas then amended or supplemented, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of proxies any proxy for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by Company or any of its representatives which is contained in any of the foregoing documents or the Offer Documentssuch meeting. The Offer Documents shall 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. 4.5.