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

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, 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 therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, 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 therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically expressly for inclusion or incorporation by reference in the Offer Documents.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Except to the extent subsequently amended, modified or supplemented in a subsequently filed Offer Documents, when filed with the SEC, Offer Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, and 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 therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date filed with the SEC, on the date first published, sent or given to the Company StockholdersCommon Stockholders and at the Acceptance Time, 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 therein, in the light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company or any of its officers, directors, representativesRepresentatives, agents or employees in writing specifically expressly for inclusion or incorporation by reference in the Offer Documents.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, 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 therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically expressly for inclusion or incorporation by reference in the Offer Documents.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The None of the Offer DocumentsDocuments shall, when at the time such documents are filed with the SEC, will comply as at the time they are mailed to form in all material respects the holders of Shares, and at the time any amendment or supplement thereto is filed with the applicable requirements of the Exchange Act andSEC, on the date first published, sent or given to the Company Stockholders, will not 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 made therein, in light of the circumstances under which they were are made, not misleading; provided, however, except that notwithstanding the foregoing, no representation or warranty is made by Parent or Purchaser with respect to information supplied in writing by or on behalf of the Company or any Affiliate of its officers, directors, representatives, agents or employees in writing specifically the Company expressly for inclusion or incorporation by reference therein. The Offer Documents shall comply as to form in all material respects with the Offer Documentsprovisions of the Exchange Act and the rules and regulations promulgated thereunder.