Common use of Offer Documents; Schedule 14D-9; Proxy Statement Clause in Contracts

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (as defined in Section 7.01) (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact 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, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other Laws.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (as defined in Section 7.01) nor the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and or at the time of the Stockholders’ Meeting, contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact 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, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing representatives for inclusion in the foregoing documents. The Schedule 14D-9 14D-9, the Offer Documents and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other LawsAct.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by or on behalf of the Company to Parent for purposes of inclusion in the Offer Documents (including, without limitation, information incorporated by reference to documents filed by the Company with the SEC) shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to 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 the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ ' Meeting (as defined in Section 7.01hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “"Proxy Statement”"), shall, at as of the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and Company, at the time of the Stockholders’ Meeting' Meeting and at the Effective Time, contain any untrue statement which, at the time and in light of the circumstances under which it was made, is false a material fact or misleading with respect to any material fact, or which omits omit to state any material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading or otherwise omit to state any material fact 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, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser Merger Sub or any of Parent’s 's or Purchaser’s Representatives in writing Merger Sub's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other Laws.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither None of the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shallor provided by the Company in the Schedule 14D-9 will, at the respective times the Schedule 14D-9, that the Offer Documents and the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or and are first published, published or sent or given to stockholders holders of the Company, as the case may beShares, 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 the light of the circumstances under which they were made, not misleading. Neither the Any proxy statement, information statement to be sent or similar materials distributed to the Company’s stockholders of the Company in connection with the Stockholders’ Meeting Merger, including any amendments or supplements thereto (as defined in Section 7.01) (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”)) and the Schedule 14D-9 shall comply in all material respects with applicable federal securities laws and the DGCL, shallexcept that no representation is made by the Company with respect to information supplied by Purchaser or Parent for inclusion in the Proxy Statement. The Proxy Statement will not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and Company, at the time of any amendment or supplement thereof, at the time of the Stockholders’ MeetingMeeting and at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which it was they were made, is false or misleading with respect to any material fact, or which omits to state any material fact 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, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other Laws.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Company Stockholders’ Meeting (nor the information statement to be sent to such stockholders, as defined in Section 7.01) appropriate, if any required (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Company Stockholders’ Meeting, contain any untrue statement which, at the time and in light of the circumstances under which it was made, is false material fact or misleading with respect to any material fact, or which omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, 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, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the rules Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of NASDAQ and their Representatives for inclusion in any other Lawsof the foregoing documents or the Offer Documents.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the Company, as the case may be, and at the Acceptance Time 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 the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Company Stockholders Meeting (nor the information statement to be sent to such stockholders, as defined in Section 7.01) appropriate, if any required (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Stockholders’ Company Stockholders Meeting, contain any untrue statement which, at the time and in light of the circumstances under which it was made, is false material fact or misleading with respect to any material fact, or which omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, 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, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the rules Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of NASDAQ and their Representatives for inclusion in any other Lawsof the foregoing documents or the Offer Documents.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any The information supplied by the Company Cxxxx for inclusion in the Offer Documents shallshall not, at the respective times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the CompanyCxxxx, 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 were are made, not misleading. Neither The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities law and will not, at the respective times the Schedule 14D-9 is filed with the SEC or is first published, sent or given to stockholders of Cxxxx, 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 light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Cxxxx with respect to information supplied in writing by Acquiror or Acquisition Subsidiary for inclusion therein. Any proxy statement that is required to be sent to the stockholders of the Company Cxxxx in connection with the a Stockholders’ Meeting (as defined in Section 7.01) 5.3), if required, or any information statement that is required to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shallshall not, at the date the Proxy Statement Statement, if required (or any amendment or supplement thereto) ), is first mailed to stockholders of the Company and Cxxxx, at the time of the Stockholders’ Meeting, if required, and at the Effective Time, contain any untrue statement which, at the time and in light of the circumstances under which it was made, is false a material fact or misleading with respect to any material fact, or which omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, 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, the Company makes except that no representation or warranty is made by Cxxxx with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing by Acquiror or Acquisition Subsidiary for inclusion in the foregoing documentstherein. The Schedule 14D-9 and the Proxy Statement shall will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other Lawsapplicable federal securities laws.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither None of the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shallwill, at on the times the Schedule 14D-9, date the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither The Schedule 14D-9 and the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Stockholders Meeting (as defined in Section 7.01if and to the extent required by applicable Law) (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shallwill not, at on the date respective dates the Schedule 14D-9 and Proxy Statement (or any amendment or supplement thereto) is are first mailed to stockholders of the Company and or at the time of the Stockholders’ Stockholders Meeting, as applicable, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, at in the time and in light of the circumstances under which it was they were made, is false or misleading not misleading. The Schedule 14D-9 and the Proxy Statement will comply in all material respects with respect to any material fact, or which omits to state any material fact 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 requirements of the solicitation provisions of proxies for the Stockholders’ Meeting which shall have become false or misleadingapplicable U.S. federal securities laws and rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty whatsoever with respect to any statements made or incorporated by reference in the Offer Documents, the Schedule 14D-9 or the Proxy Statement, or any amendments or supplements thereto, based on information supplied by Parent, Purchaser Merger Sub or any of Parent’s or PurchaserMerger Sub’s Representatives in writing for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other LawsRepresentatives.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any The information supplied by the Company Xxxxx for inclusion in the Offer Documents shallshall not, at the respective times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the CompanyXxxxx, 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 were are made, not misleading. Neither The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities law and will not, at the respective times the Schedule 14D-9 is filed with the SEC or is first published, sent or given to stockholders of Xxxxx, 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 light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Xxxxx with respect to information supplied in writing by Acquiror or Acquisition Subsidiary for inclusion therein. Any proxy statement that is required to be sent to the stockholders of the Company Xxxxx in connection with the a Stockholders’ Meeting (as defined in Section 7.01) 5.3), if required, or any information statement that is required to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shallshall not, at the date the Proxy Statement Statement, if required (or any amendment or supplement thereto) ), is first mailed to stockholders of the Company and Xxxxx, at the time of the Stockholders’ Meeting, if required, and at the Effective Time, contain any untrue Agreement and Plan of Merger statement which, at the time and in light of the circumstances under which it was made, is false a material fact or misleading with respect to any material fact, or which omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, 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, the Company makes except that no representation or warranty is made by Xxxxx with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing by Acquiror or Acquisition Subsidiary for inclusion in the foregoing documentstherein. The Schedule 14D-9 and the Proxy Statement shall will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other Lawsapplicable federal securities laws.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any The information supplied by the Company OPTA for inclusion in the Schedule 14D-9 and the Offer Documents shallshall not, at the respective times the Schedule 14D-9, 14D-9 or the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the CompanyOPTA, 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 were are made, not misleading. Neither The information supplied by OPTA for inclusion in the proxy statement to be sent to the stockholders of the Company OPTA in connection with the Stockholders’ Meeting (or the information statement to be sent to such stockholders, as defined in Section 7.01) appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shallshall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and OPTA, at the time of the Stockholders’ Meeting, contain any statement which, Meeting and at the time and in light of the circumstances under which it was madeEffective Time, is be false or misleading with respect to any material fact, or which omits omit 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 foregoingmade therein, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements light of the Exchange Act and the rules and regulations thereundercircumstances under which they are made, the rules of NASDAQ and any other Lawsnot misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any The information supplied by the Company Xxxxx for inclusion in the Offer Documents shallshall not, at the respective times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the CompanyXxxxx, 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 were are made, not misleading. Neither The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities law and will not, at the respective times the Schedule 14D-9 is filed with the SEC or is first published, sent or given to stockholders of Xxxxx, 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 light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Xxxxx with respect to information supplied in writing by Acquiror or Acquisition Subsidiary for inclusion therein. Any proxy statement that is required to be sent to the stockholders of the Company Xxxxx in connection with the a Stockholders’ Meeting (as defined in Section 7.01) 5.3), if required, or any information statement that is required to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shallshall not, at the date the Proxy Statement Statement, if required (or any amendment or supplement thereto) ), is first mailed to stockholders of the Company and Xxxxx, at the time of the Stockholders’ Meeting, if required, and at the Effective Time, contain any untrue statement which, at the time and in light of the circumstances under which it was made, is false a material fact or misleading with respect to any material fact, or which omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, 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, the Company makes except that no representation or warranty is made by Xxxxx with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing by Acquiror or Acquisition Subsidiary for inclusion in the foregoing documentstherein. The Schedule 14D-9 and the Proxy Statement shall will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other Lawsapplicable federal securities laws.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither Subject to the Schedule 14D-9 accuracy of the representations and warranties of the Company set forth in Section 3.9, neither the Offer Documents nor any information supplied (or to be supplied) in writing by the Company or on behalf of Parent or Purchaser for inclusion in the Offer Documents shallSchedule 14D-9 will, at the respective times the Offer Documents, the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto thereto, are filed with the SEC or are first published, sent or given to 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 made therein, in the light of the circumstances under which they were are made, not misleading. Neither The information supplied by Parent for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting Proxy Statement (as defined in Section 7.01if any) (such proxy statementwill not, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Stockholders’ MeetingCompany, contain any untrue statement which, at the time and in light of the circumstances under which it was made, is false a material fact or misleading with respect to any material fact, or which omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading or misleading, and will not, at the time of the Company Stockholders Meeting (if such a meeting is held), omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders’ Company Stockholders Meeting which shall have become false or misleadingmisleading in any material respect. The Offer Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes Parent and Purchaser make no representation or warranty with respect to any information supplied by Parent, Purchaser or any on behalf of Parent’s or Purchaser’s Representatives in writing the Company for inclusion in any of the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other Laws.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither None of the Schedule 14D-9 nor any information supplied provided by the Company for inclusion or incorporation by reference in the Offer Documents shall, at the times (a) the Schedule 14D-9, (b) the Offer Documents Documents, (c) the proxy statement and form of proxies relating to the vote of Company Stockholders with respect to the Merger or the information statement to be sent to such Company Stockholders if required by Applicable Law, as appropriate (such proxy statement or information statement, as amended, supplemented or modified, being referred to herein as the “Proxy Statement”), and (d) any other document filed or to be filed with the SEC or any other Government Authority in connection with the Offer or the Merger will, at the respective times such documents or any amendments or supplements thereto are filed filed, and, with respect to the SEC or are Offer Documents and the Proxy Statement, if any, when first published, sent or given to stockholders the Company Stockholders and, with respect to the Proxy Statement, at the time of the CompanyCompany Stockholders Meeting, as the case may be, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (as defined in Section 7.01) (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact 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, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall Statement, if any, except for statements based on information supplied by Parent and Merger Sub in writing specifically for inclusion therein, will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and Act. Without limitation of the rules and regulations thereunderforegoing, no representation or warranty is made by the rules of NASDAQ and any other LawsCompany with respect to statements made or incorporated by reference therein supplied by Parent or Merger Sub or their Representatives expressly for inclusion or incorporation by reference in the Schedule 14D-9 or the Proxy Statement.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither None of the Schedule 14D-9 nor any information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation in the Offer Documents shallwill, at on the times the Schedule 14D-9, date the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the Company, at the time of the Stockholders Meeting, or at the Effective Time, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither The Schedule 14D-9 and the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Stockholders Meeting (as defined in Section 7.01if and to the extent required by applicable Law) (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shallwill not, at on the date respective dates the Schedule 14D-9 and Proxy Statement (or any amendment or supplement thereto) is first are filed with the SEC, mailed to stockholders of the Company and or at the time of the Stockholders’ Stockholders Meeting, as applicable, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, at in the time and in light of the circumstances under which it was they were made, is false or misleading with respect to any material fact, or which omits to state any material fact 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, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in writing for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and Act. If at any time prior to the rules and regulations thereunderEffective Time any event relating to the Company or any of its Subsidiaries, officers or directors should be discovered by the Company which is required to be set forth in a supplement to the Offer Documents, the rules Schedule 14D-9 or the Proxy Statement, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty whatsoever with respect to any statements made or incorporated by reference in the Offer Documents, the Schedule 14D-9 or the Proxy Statement, or any amendments or supplements thereto, based on information supplied in writing by Parent, Merger Sub or any of NASDAQ and Parent’s or Merger Sub’s Representatives expressly for the purpose of inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement or any other Lawsamendments or supplements thereto.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 l4D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (as defined in Section 7.01hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and Company, at the time of the Stockholders’ MeetingMeeting and at the Effective Time, contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact 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, the Company makes no representation or warranty with respect to any information supplied by Parent, the Parent or Purchaser or any of Parent’s or Purchaser’s Representatives in writing their representatives for inclusion in any of the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other Laws.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither Subject to the Schedule 14D-9 accuracy of the representations and warranties of the Company set forth in Section 3.10, neither the Offer Documents nor any information supplied (or to be supplied) in writing by the Company or on behalf of Parent or Purchaser for inclusion in the Offer Documents shallSchedule 14D-9 will, at the respective times the Offer Documents, the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto thereto, are filed with the SEC or are first published, sent or given to 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 made therein, in the light of the circumstances under which they were are made, not misleading. Neither The information supplied by Parent for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting Proxy Statement (as defined in Section 7.01if any) (such proxy statementwill not, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Stockholders’ MeetingCompany, contain any untrue statement which, at the time and in light of the circumstances under which it was made, is false a material fact or misleading with respect to any material fact, or which omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading or misleading, and will not, at the time of the Company Stockholders Meeting (if such a meeting is held), omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders’ Company Stockholders Meeting which shall have become false or misleadingmisleading in any material respect. The Offer Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes Parent and Purchaser make no representation or warranty with respect to any information supplied by Parent, Purchaser or any on behalf of Parent’s or Purchaser’s Representatives in writing the Company for inclusion in any of the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ and any other Laws.