Common use of Offer Documents Clause in Contracts

Offer Documents. None of the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing 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 the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

Offer Documents. None of SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 and the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will containDocuments shall not, at the respective times such documents the Schedule 14D-9 or the Offer Documents are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or will 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. The information supplied by the Company for inclusion in the proxy statement or information statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as defined in Section 6.01) 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 not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders' Meeting and at the Effective Time, 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, not 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. The Schedule 14D-9, Proxy Statement and 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 except that no representation or warranty is made by Purchaser or Merger Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC Parent or any amendment or supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing 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 the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

Offer Documents. None of Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither the Offer Documents, nor any schedule required of the information provided or to --------------- be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and any other documents to be filed by Purchaser or Merger Sub with the SEC or in connection with the transactions contemplated hereby, including any amendment or supplement thereto will containto such documents, at shall, on the respective times such dates the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make as the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing with the SECcase 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. If at Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any time prior to the Effective Time either Purchaser representation or Merger Sub shall obtain knowledge of any facts warranty with respect to itselfany information provided by the Company or by its auditors, any of its officers attorneys, financial advisors or directors other consultants or any of its Subsidiaries that would require advisors specifically for use in the supplement or amendment to any Offer Documents. None of the foregoing documents information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, 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, therein in the light of the circumstances under which they were are made, not misleading, or . The Offer Documents will comply as to comply with applicable laws, such amendment or supplement shall be promptly filed form in all material respects with the SEC and, as required by law, disseminated to the stockholders provisions of the Company, Exchange Act and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, rules and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Companyregulations thereunder.

Offer Documents. None The Offer to Purchase and related Letter of Transmittal and Schedule 14D-1 (and any amendments or supplements to the foregoing) (which together constitute the "Offer Documents") shall in all material respects conform with the requirements of the Exchange Act and the rules and regulations thereunder (except that the foregoing representation shall not apply with respect to the accuracy of information relating to the Company which has been excerpted or derived from public sources or furnished in writing by the Company specifically for inclusion in the Offer Documents). As of their respective dates, any schedule required to --------------- be filed by Purchaser or Merger Sub with and on the SEC or any amendment or supplement thereto will contain, at the respective times such documents date they are filed with the SEC or first published, sent or given to the Company's stockholdersholders of Shares, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 willtaken as a whole, at the date of filing with the SEC, shall not contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under in which they were made, not misleading. If at any time prior Parent and the Purchaser agree to correct the Schedule 14D-1 and the other Offer Documents if and to the extent that any of them shall become false or misleading in any material respect, and Parent and the Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable law. The information supplied by Parent for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger, or the information statement to be sent to such stockholders, as appropriate, shall not, on the date the proxy statement or information statement is first mailed to stockholders, at the time of such stockholders' meeting, if any, or at the Effective Time either Purchaser Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or Merger Sub shall obtain knowledge of any facts misleading with respect to itselfany material fact, or shall omit to state any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the light solicitation of the circumstances under proxies for such stockholders' meeting which they were made, not has become false or misleading, or to comply with applicable laws, such amendment or supplement . The Company and its counsel shall be promptly filed with given reasonable opportunities to review and comment on the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the CompanyOffer Documents.

Offer Documents. None of the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub Buyer with the SEC or any amendment or supplement thereto will contain, at on the respective times such documents are filed date of filing with the SEC or first published, sent or given to the Company's stockholdersSEC, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub Buyer with respect to information supplied by the Company specifically for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplement. None of the information supplied by Purchaser or Merger Sub Buyer in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing 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 the light of the circumstances under which they were made, not misleading. If at any time prior to acceptance of shares of Common Stock tendered pursuant to the Effective Time either Purchaser or Merger Sub Offer Buyer shall obtain knowledge of any facts with respect to itself, any of its officers or and directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable lawsLaws, such amendment or supplement shall be promptly filed with the SEC and, as required by lawLaw, disseminated to the stockholders of the Company, and in the event the Company shall advise Purchaser or Merger Sub Buyer as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub Buyer shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and document as required by law disseminated and distribute the same to the stockholders of the Company.

Offer Documents. None of the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC Documents or any amendment or supplement thereto will containthereto, at the respective times such documents are filed with the SEC Commission or first published, sent or given to the Company's stockholders, will contain any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing 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 the light of the circumstances under which they are made, not misleading except that no representation is made by the Parent or Merger Subsidiary with respect to information supplied by the Company specifically for inclusion in the Offer Documents or any amendment or supplement. None of the information supplied or to be supplied by Parent or Merger Subsidiary for inclusion or incorporation by reference in the Schedule 14D-9 or Information Statement will, at the time such documents are filed with the Commission or distributed to the Company's stockholders, contain any untrue statements 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. If at any time prior to the Effective Time either Purchaser the Parent or Merger Sub Subsidiary shall obtain knowledge of any facts with respect to itself, any of its officers or and directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents Offer Documents or the information supplied by Parent or Merger Subsidiary for inclusion or incorporation by reference in the Schedule 14D-9 or Information Statement in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC Commission and, as required by lawapplicable laws, disseminated to the stockholders of the Company, and in the event the Company shall advise Purchaser Parent or Merger Sub Subsidiary as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser Parent or Merger Sub Subsidiary shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and document as required by law disseminated and distribute the same to the stockholders of the Company's stockholders.

Offer Documents. None of SCHEDULE 14D-9; PROXY STATEMENT. Neither the Offer Documents, Schedule 14D-9 nor any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer DocumentsDocuments shall, at the times the Schedule 14D-9, the Offer Documents or any schedule required to be amendments or supplements thereto are filed with the SEC or any amendment are first published, sent or supplement. None given to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in Company, as the Schedule 14D-9 will, at the date of filing with the SECcase 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. If at any time prior Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined), if applicable, 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, at the time of the Stockholders' Meeting and at the Effective Time either Purchaser Time, contain any statement which, at the time and in light of the circumstances under which it was made, is false or Merger Sub shall obtain knowledge of any facts misleading with respect to itselfany material fact, or which omits to state any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the light solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with Exchange Act and the SEC and, as required by law, disseminated to the stockholders of the Company, rules and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Companyregulations thereunder.

Offer Documents. None As soon as practicable on the date of commencement of the Offer Documents(within the meaning of Rule 14d-2 under the Exchange Act), any schedule required to --------------- be filed by Purchaser or Parent and Merger Sub with the SEC shall (i) file or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required cause to be filed with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) and the related offer to purchase, letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, and including any supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to the Company’s stockholders as and to the extent required by the applicable U.S. federal securities Laws and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). The Company agrees to furnish promptly to Parent all information concerning the Company required by the Securities Laws to be set forth in the Offer Documents. Subject to Section 7.03(b), the Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation (as defined in Section 4.04(b)). Each Party agrees to correct or supplement promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or such amendment or supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or supplement shall become necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule TO, as so amended or supplemented, to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC andand the Offer Documents, as required by lawso amended or supplemented, to be disseminated to the Company’s stockholders, in each case, as and to the extent required by the Securities Laws. Unless the Company Board has effected an Adverse Recommendation Change (as defined in Section 7.03(b)), Parent will provide the Company a reasonable opportunity to review and comment on the Offer Documents, and any amendments or supplements thereto, before they are filed with the SEC and disseminated to the Company’s stockholders, and Parent shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Company. Parent shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Offer Documents and provide copies of such comments to the Company promptly upon receipt and, unless the Company Board has effected an Adverse Recommendation Change, provide copies of proposed responses to the Company a reasonable time prior to filing with the SEC and dissemination to the Company’s stockholders of to allow for review and prompt comment by the Company, and in the event the Company Parent shall advise Purchaser give due consideration to all reasonable additions, deletions or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required changes suggested thereto by law disseminated to the stockholders of the Company.

Offer Documents. None of Neither the Offer Documents, Documents nor any schedule required to information --------------- be filed supplied by Parent or Purchaser or Merger Sub with for inclusion in the SEC or any amendment or supplement thereto will containSchedule 14D-9 will, at the respective times such documents the Schedule TO and Schedule 14D-9 are filed with the SEC or and first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing with the SECshareholders, contain any an 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 are made, not misleading. If at any time prior a Proxy Statement is mailed to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect Company's shareholders, on the date the Proxy Statement is mailed to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any Company's shareholders and on the date of the foregoing documents Shareholders Meeting, if there is one, none of the information supplied by Parent and Purchaser for inclusion in the Proxy Statement will contain any untrue statement of a material fact or will 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 are made, not misleading or necessary to correct any statement in any earlier communication with respect to the Shareholders Meeting or the solicitation of proxies to used at the Shareholders Meeting which shall have become false or misleading. However, Parent and Purchaser do not make any representations or warranties with respect to information supplied by the Company or any of its affiliates or representatives for inclusion in the Offer Documents, or with respect to the Schedule 14D-9 or the Proxy Statement (except to the extent of information supplied by Parent and Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement). The Offer Documents will comply with applicable laws, such amendment or supplement shall be promptly filed as to form in all material respects with the SEC and, as required by law, disseminated to the stockholders requirements of the Company, Exchange Act and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, rules and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Companyregulations thereunder.

Offer Documents. None of the Offer Documents, any schedule required to --------------- be filed by Purchaser The information supplied or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplement. None of the information supplied by Purchaser Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will(and any amendment thereof or supplement thereto), at the date of filing will not, when filed with the SECSEC or when distributed or disseminated to the Company’s stockholders, 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 made, not misleading. If at The Offer Documents, and all amendments thereto, and any time prior other document required to be filed with the SEC or required to be distributed or otherwise disseminated to the Effective Time either Purchaser or Merger Sub shall obtain knowledge Company’s stockholders in connection with the transactions contemplated hereby, will comply as to form in all material respects with the provisions of any facts with respect to itself, any Rule 14d-3 of its officers or directors the Exchange Act or any other applicable Laws, as the case may be, and will not, when filed with the SEC or when distributed or disseminated to the Company’s stockholders, contain any untrue statement of its Subsidiaries that would require the supplement a material fact or amendment omit to state any of the foregoing documents 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 made, not misleading, except that Parent and Merger Sub make no representation or warranty with respect to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and statements made in the event the Company shall advise Purchaser Offer Documents or any other document filed or distributed by Parent or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement based solely on information furnished by or amend any on behalf of the foregoing documents, Purchaser Company in writing for inclusion or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required incorporation by law disseminated to the stockholders of the Companyreference therein.

Offer Documents. None 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 DocumentsDocuments (including, any schedule required without limitation, information incorporated by reference to --------------- be documents filed by Purchaser or Merger Sub the Company with the SEC or any amendment or supplement thereto will containSEC) shall, at the respective times such documents 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's stockholders, any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make as the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing with the SECcase 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. If at any time prior Neither the proxy statement to be sent to the Effective Time either Purchaser stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or Merger Sub shall obtain knowledge 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, as of any facts with respect to itself, any of its officers or directors the date the Proxy Statement (or any of its Subsidiaries that would require the amendment or supplement or amendment thereto) is first mailed to any stockholders of the foregoing documents Company, at the time of the Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading or otherwise omit to comply state any material fact necessary to correct any statement in any earlier communication with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated respect to the stockholders solicitation of proxies for the CompanyStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, and in the event the Company shall advise Purchaser makes no representation or warranty with respect to any information supplied by Parent, Merger Sub or any of Parent's or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of Sub's representatives for inclusion in the foregoing documents, Purchaser or Merger Sub . The Schedule 14D-9 and the Proxy Statement shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed comply in all material respects as to form with the SEC, and as required by law disseminated to the stockholders requirements of the CompanyExchange Act and the rules and regulations thereunder.

Offer Documents. None of SCHEDULE 14D-9; PROXY STATEMENT. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will containDocuments shall, at the respective times such documents 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 shareholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect . Neither the proxy statement to information supplied by be sent to the shareholders of the Company for inclusion in connection with the Offer Documents, any schedule required Shareholders' Meeting (as hereinafter defined) nor the information statement to be filed with sent to such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the SEC "PROXY STATEMENT"), shall, at the date the Proxy Statement (or any amendment or supplement. None supplement thereto) is first mailed to shareholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing with the SECCompany, contain any untrue statement of a material fact 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. If misleading or shall, at any the time prior to of the Shareholders' Meeting or at the Effective Time either Purchaser or Merger Sub shall obtain knowledge of Time, omit to state any facts material fact necessary to correct any statement in any earlier communication with respect to itselfthe solicitation of proxies for the Shareholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, any of its officers no representation or directors warranty is made by the Company with respect to statements therein based on information supplied by Parent or Purchaser or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, their representatives which is contained in the light of Schedule 14D-9, the circumstances under which they were madeOffer Documents, not misleading, the Proxy Statement or to comply with applicable laws, such any amendment or supplement thereto. The Schedule 14D-9 and the Proxy Statement shall be promptly filed comply in all material respects as to form with the SEC and, as required by law, disseminated to the stockholders requirements of the Company, Exchange Act and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, applicable rules and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Companyregulations thereunder.

Offer Documents. None of PROXY STATEMENT; SCHEDULE 14D-9. Neither the Offer Documents, Documents nor any schedule required other document filed or to --------------- be filed by or on behalf of Parent or Purchaser or Merger Sub with the SEC or any amendment other governmental entity in connection with the transactions contemplated by this Agreement contained when filed or supplement thereto will containwill, at the respective times such documents are filed with the SEC or first publishedother governmental entity, sent or given at any time thereafter when the information included therein is required to the Company's stockholdersbe updated pursuant to applicable law, contain any untrue statement of a material fact or will 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 were made, not misleading; provided, except that no representation is made by Purchaser or Merger Sub with respect the -------- foregoing shall not apply to information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the any such document. The Offer Documents, any schedule required Documents will comply as to be filed form in all material respects with the SEC or any amendment or supplementprovisions of the Exchange Act. None of the information supplied by Parent or Purchaser or Merger Sub in writing for inclusion in the Proxy Statement or incorporation by reference in the Schedule 14D-9 will, at the date of filing respective times that the Proxy Statement and the Schedule 14D-9 or any amendments or supplements thereto are filed with the SECSEC and are first published or sent or given to holders of Shares, and in the case of the Proxy Statement, at the time that it or any amendment or supplement thereto is mailed to the Company's shareholders, at the time of the Shareholders' Meeting or at the Effective Time, 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. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

Offer Documents. None of the Schedule 14D-9, the information statement, if any, filed by the Company in connection with the Offer Documentspursuant to Rule 14f-1 under the Exchange Act (the "Information Statement"), any schedule required to --------------- be filed by Purchaser or Merger Sub the Company with the SEC Commission or any amendment or supplement thereto will containthereto, at the respective times such documents are filed with the SEC Commission or first published, sent or given to the Company's stockholders, will contain any untrue statement of a material fact or will 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, misleading except that no representation is made by Purchaser or Merger Sub the Company with respect to information supplied by the Company Parent or Merger Subsidiary specifically for inclusion in the Offer Documents, any schedule required to be filed with the SEC Schedule 14D-9 or Information Statement or any amendment or supplement. None of the information supplied or to be supplied by Purchaser or Merger Sub the Company for inclusion or incorporation by reference in the Schedule 14D-9 willOffer Documents, at the date of filing time such documents are filed with the SECCommission, or first published, sent or given to the Company's stockholders, will 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. If at any time prior to the Effective Time either Purchaser or Merger Sub the Company shall obtain knowledge of any facts with respect to itself, any of its officers or and directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents Schedule 14D-9 or the information supplied by the Company for inclusion or incorporation by reference in the Offer Documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC Commission and, as required by applicable law, disseminated to the stockholders of the Company, and in the event Parent shall advise the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub the Company shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and document as required by law disseminated and distribute the same to the stockholders of the Companyits stockholders.

Offer Documents. Schedule 14D-9; Proxy Statement. None of the Schedule 14D-9, the information supplied by the Company for inclusion in the Offer Documents, any schedule required Documents or the Note Tender Offer Documents or the information to --------------- be filed by Purchaser or Merger Sub the Company in connection with the SEC or any amendment or supplement thereto will containOffer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") shall, at the respective times such documents the Schedule 14D-9, the Offer Documents, the Note Tender Offer Documents, the Information Statement or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect . The proxy statement to information supplied by be sent to the stockholders of the Company for inclusion in the Offer Documents, any schedule required to be filed connection with the SEC Special Stockholders' Meeting (as defined in Section 6.01 hereof) (such proxy statement, as amended or any amendment or supplement. None of supplemented, being referred to herein as the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will"Proxy Statement") shall not, at the date the Proxy Statement is first mailed to stockholders of filing the Company or at the time of the Special Stockholders' Meeting and the Effective Time, and, with respect to the SECInformation Statement at the time Shares are accepted for payment in the Offer and with respect to the Note Tender Offer at the time the Notes (and related Consents) are accepted for payment in the Note Tender Offer, contain be false or misleading with respect to any untrue statement of a material fact 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. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts misleading or, with respect to itselfthe Proxy Statement, necessary to correct any statement in any earlier communication with respect to the solicitation of its officers proxies for the Special Stockholders' Meeting which shall have become false or directors misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of its Subsidiaries that would require the supplement or amendment to their representatives which is contained in any of the foregoing documents or the Offer Documents or the Note Tender Offer Documents. The Schedule 14D-9, the Information Statement and the Proxy Statement shall comply in order all material respects as to make form with the statements therein, in the light requirements of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with Exchange Act and the SEC and, as required by law, disseminated to the stockholders of the Company, rules and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Companyregulations thereunder.

Offer Documents. None of Schedule 14D-9; Proxy Statement; Other ------------------------------------------------------- Information. Neither the Schedule 14D-9 nor any information supplied by Company ----------- for inclusion in the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will containDocuments shall, at the respective times such documents 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 Company, as the Company's stockholderscase may be, contain any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by . Neither the Company for inclusion in the Offer Documents, any schedule required proxy statement to be filed sent to the stockholders of Company in connection with the SEC Stockholders' Meeting (as hereinafter 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. None supplement thereto) is first mailed to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 willCompany, at the date time of filing the Stockholders' Meeting and at the Effective Time, be false or misleading with the SECrespect to any material fact, 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. If at misleading or necessary to correct any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of statement in any facts earlier communication with respect to itself, any the solicitation of its officers proxies for the Stockholders' Meeting which shall have become false or directors or any of its Subsidiaries that would require misleading. The Schedule 14D-9 and the supplement or amendment Proxy Statement shall comply in all material respects as to any form with the requirements of the foregoing documents in order to make Exchange Act and the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, rules and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Companyregulations thereunder.

Offer Documents. None of the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplementsupplement thereto. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing 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 the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

Offer Documents. None Schedule 14D-9; Proxy Statement. Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.7, neither the Offer Documents, Documents nor any schedule required information supplied (or to --------------- be filed supplied) in writing by Purchaser or on behalf of Parent or Merger Sub with for inclusion in the SEC or any amendment or supplement thereto Schedule 14D-9 will contain, (at the respective times such documents materials, or any amendments or supplements thereto, are filed with the SEC or SEC, first published, sent or given to stockholders of the Company's stockholders, the Offer expires or shares of Parent Common Stock are delivered in connection with the Offer, or at the Effective Time, as the case may be) contain any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to . The information supplied by the Company Parent for inclusion in the Offer DocumentsProxy Statement (if any) will not, any schedule required to be filed with on the SEC date the Proxy Statement (or any amendment or supplement. None supplement thereto) is first mailed to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing with the SECCompany, 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. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, and will not, at the time of the Company Shareholders 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 Company Shareholders Meeting which shall have become false or misleading in any material respect. The Offer Documents will comply as to comply with applicable laws, such amendment or supplement shall be promptly filed form in all material respects with the SEC and, as required by law, disseminated to the stockholders applicable requirements of the CompanySecurities Act and the Exchange Act. Notwithstanding the foregoing, Parent and in the event Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend for inclusion in any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

Offer Documents. None of Schedule 14D-9; Schedule 13E-3; ------------------------------------------------ Proxy Statement. Neither the Schedule 14D-9 nor any information supplied --------------- by the Company for inclusion in the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with Documents nor the SEC or any amendment or supplement thereto will containSchedule 13E-3 shall, at the respective times such documents the Schedule 14D-9, the Offer Documents, the Schedule 13E-3 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect . Neither the proxy statement to information supplied by be sent to the stockholders of the Company for inclusion in connection with the Offer Documents, any schedule required Stockholders' Meeting (as hereinafter defined) nor the information statement to be filed with sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the SEC "Proxy Statement"), shall, at the date the Proxy --------------- Statement (or any amendment or supplement. None supplement thereto) is first mailed to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 willCompany, at the date time of filing the Stockholders' Meeting and at the Effective Time, be false or misleading with the SECrespect to any material fact, 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. If at misleading or necessary to correct any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of statement in any facts earlier communication with respect to itselfthe solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. 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 Company makes no representation or warranty with respect to any of its officers or directors information supplied by Gambro, Parent, Purchaser or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents their representatives which is contained in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

Offer Documents. None of Schedule 14D-9. Neither the Offer Documents, Schedule 14D-9 nor any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer DocumentsDocuments shall, at the times the Schedule 14D-9, the Offer Documents or any schedule required to be amendments or supplements thereto are filed with the SEC or any amendment are first published, sent or supplement. None given to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in Company, as the Schedule 14D-9 will, at the date of filing with the SECcase 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. If at any time prior Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting 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, at the time of the Stockholders' Meeting and at the Effective Time either Purchaser Time, contain any statement that, at the time and in light of the circumstances under which it was made, is false or Merger Sub shall obtain knowledge of any facts misleading with respect to itselfany material fact, or omit to state any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in the light of the circumstances under which they were made, not misleading, or to comply any earlier communication with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated respect to the stockholders solicitation of proxies for the CompanyStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, and in the event the Company shall advise makes no representation or warranty with respect to any information supplied in writing by Parent, Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of Parent's or Purchaser's Representatives for inclusion in the foregoing documents, Purchaser or Merger Sub . The Schedule 14D-9 shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed comply in all material respects as to form with the SEC, and as required by law disseminated to the stockholders requirements of the CompanyExchange Act and the rules and regulations promulgated thereunder.

Offer Documents. None of Schedule 14D-9; Proxy Statement. The information to be included in the Schedule 14D-9 and any information supplied by the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will containDocuments shall not, at the respective times such documents 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's stockholdersCompany or at the expiration date or the date of purchase, contain any untrue statement of a material fact or will 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, except that no representation is made . The information included or incorporated by Purchaser or Merger Sub with respect reference in the proxy statement to information supplied by be sent to the stockholders of the Company for inclusion in connection with the Offer DocumentsStockholders Meeting (as hereinafter defined) will not, any schedule required and the information statement to be filed with sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the SEC "Proxy Statement"), will not, at the date the Proxy Statement (or any amendment or supplement. None supplement thereto) is first mailed to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 willCompany, at the date time of filing with the SECStockholders Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts earlier communication with respect to itselfthe solicitation of proxies for the Stockholders Meeting which shall have become false or misleading. Notwithstanding the foregoing, any of its officers the Company makes no representation or directors warranty with respect to information supplied by Parent or any of its Subsidiaries that would require Purchaser in writing expressly for inclusion in the supplement Schedule 14D-9 or amendment to any Proxy Statement. The Schedule l4D-9 and the Proxy Statement shall comply in all material respects with the requirements of the foregoing documents in order to make Exchange Act and the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, rules and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Companyregulations thereunder.

Offer Documents. None of SCHEDULE 14D-9; PROXY STATEMENT. Neither the Offer Documents, Schedule 14D-9 nor any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any schedule required to be amendments or supplements thereto are filed with the SEC or any amendment are first published, sent or supplement. None given to shareholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in Company, as the Schedule 14D-9 will, at the date of filing with the SECcase 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. If at any time prior The proxy statement to be sent to the Effective Time either Purchaser shareholders of the Company in connection with the Special Shareholders' Meeting (such proxy statement, as amended or Merger Sub supplemented, being referred to herein as the "PROXY STATEMENT") shall obtain knowledge of any facts with respect to itselfnot, any of its officers or directors at the date the Proxy Statement (or any of its Subsidiaries that would require the amendment or supplement or amendment thereto) is first mailed to any shareholders of the foregoing documents Company, at the time of the Special Shareholders' Meeting, if any, and at the Effective Time, 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, misleading or necessary to comply correct any statement in any earlier communication with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated respect to the stockholders solicitation of proxies for the CompanySpecial Shareholders' Meeting, and in if any, which shall have become false or misleading. Notwithstanding the event foregoing, the Company shall advise makes no representation or warranty with respect to any information supplied by the Parent, the Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the Parent's or the Purchaser's representatives for inclusion in the foregoing documents, Purchaser or Merger Sub . The Schedule 14D-9 and the Proxy Statement shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed comply in all material respects as to form with the SEC, and as required by law disseminated to the stockholders requirements of the CompanyExchange Act and the rules and regulations thereunder.

Offer Documents. None of SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 and the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will containDocuments shall, at the respective times such documents the Schedule 14D-9 or the Offer Documents are filed with the SEC or are first published, sent or given to shareholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or will 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. The information supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as defined in Section5.01) 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 not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders' Meeting and at the Effective Time, 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, not 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. The Schedule 14D-9, Proxy Statement and 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 except that no representation or warranty is made by Purchaser or Merger Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC Parent or any amendment or supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing 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 the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

Offer Documents. None of SCHEDULE 14D-9; PROXY STATEMENT. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will containDocuments shall, at the respective times such documents 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's stockholders, as the case may be, shall contain any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect . Neither the proxy statement to information supplied by be sent to the stockholders of the Company for inclusion in connection with the Offer Documents, any schedule required Stockholders' Meeting (as hereinafter defined) nor the information statement to be filed with sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the SEC "PROXY STATEMENT"), shall, at the date the Proxy Statement (or any amendment or supplement. None supplement thereto) is first mailed to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 willCompany, at the date time of filing with the SECStockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact 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. If at misleading or necessary to correct any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of statement in any facts earlier communication with respect to itselfthe solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, any of its officers no representation or directors warranty is made by the Company with respect to statements therein based on information supplied by Parent or Purchaser or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, their representatives which is contained in the light of Schedule 14D-9, the circumstances under which they were madeOffer Documents, not misleading, the Proxy Statement or to comply with applicable laws, such any amendment or supplement thereto. The Schedule 14D-9 and the Proxy Statement shall be promptly filed comply in all material respects as to form with the SEC and, as required by law, disseminated to the stockholders requirements of the Company, Exchange Act and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, applicable rules and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Companyregulations thereunder.

Offer Documents. None of the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at on the respective times such documents are filed date of filing with the SEC or first published, sent or given to the Company's stockholdersSEC, any untrue statement of a material fact or will 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, except that no representation is made by the Purchaser or Merger Sub with respect to information supplied by the Company specifically for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplement. None of the information supplied by the Purchaser or Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing 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 the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either the Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or and directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable lawsLaws, such amendment or supplement shall be promptly filed with the SEC and, as required by lawLaw, disseminated to the stockholders of the Company, and in the event the Company shall advise the Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, the Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and document as required by law disseminated and distribute the same to the stockholders of the Company.

Offer Documents. None of Schedule 14D-9; Schedule 13E-3; Proxy ------------------------------------------------------ Statement. Neither the Schedule 14D-9 nor any information supplied by the --------- Company for inclusion in the Offer Documents, any schedule required to --------------- be filed by Purchaser Documents or Merger Sub with the SEC or any amendment or supplement thereto will containSchedule 13E-3 shall, at the respective times such documents the Schedule 14D-9, the Offer Documents, the Schedule 13E-3 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect . Neither the proxy statement to information supplied by be sent to the shareholders of the Company for inclusion in connection with the Offer Documents, any schedule required Shareholders' Meeting (as hereinafter defined) nor the information statement to be filed with sent to such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the SEC "Proxy Statement"), shall, at the date the Proxy --------------- Statement (or any amendment or supplement. None supplement thereto) is first mailed to shareholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 willCompany, at the date time of filing the Shareholders' Meeting, be false or misleading with the SECrespect to any material fact, 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. If at misleading or necessary to correct any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of statement in any facts earlier communication with respect to itselfthe solicitation of proxies for the Shareholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, any of its officers or directors the Company makes no representation and warranty with respect to information supplied by Parent, Merger Subsidiary or any of its Subsidiaries that would require the supplement or amendment to their representatives which is contained in any of the foregoing documents or the Offer Documents. The Schedule 14D-9 and the Proxy Statement shall comply in order all material respects as to make form with the statements therein, in the light requirements of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with Exchange Act and the SEC and, as required by law, disseminated to the stockholders of the Company, rules and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Companyregulations thereunder.

Offer Documents. None Schedule 14D-9; Proxy Statement. Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.10, neither the Offer Documents, Documents nor any schedule required information supplied (or to --------------- be filed supplied) in writing by or on behalf of Parent or Purchaser or Merger Sub with for inclusion in the SEC or any amendment or supplement thereto will containSchedule 14D-9 will, at the respective times such documents the Offer Documents, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to . The information supplied by the Company Parent for inclusion in the Offer DocumentsProxy Statement (if any) will not, any schedule required to be filed with on the SEC date the Proxy Statement (or any amendment or supplement. None supplement thereto) is first mailed to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing with the SECCompany, 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. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were are made, not 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 Company Stockholders Meeting which shall have become false or misleading in any material respect. The Offer Documents will comply as to comply with applicable laws, such amendment or supplement shall be promptly filed form in all material respects with the SEC and, as required by law, disseminated to the stockholders applicable requirements of the CompanyExchange Act. Notwithstanding the foregoing, Parent and in the event Purchaser make no representation or warranty with respect to any information supplied by or on behalf of the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend for inclusion in any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

Offer Documents. None Schedule 14D-9; Proxy Statement. Subject to the accuracy of the Offer Documents, representations of Parent in Section 4.04: (a) Neither the Schedule 14D-9 nor any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer DocumentsDocuments will, at the times the Schedule 14D-9, the Offer Documents or any schedule required to be amendments or supplements thereto are filed with the SEC or any amendment are first published, sent or supplement. None given to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in Company, as the Schedule 14D-9 will, at the date of filing with the SECcase 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. If at any time prior . (b) In the event a Stockholders' Meeting (as hereinafter defined) is held, neither the proxy statement to be sent to the Effective Time either Purchaser stockholders of the Company in connection with such Stockholders' Meeting or Merger Sub shall obtain knowledge 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 or at the time of the Stockholders' Meeting, contain any facts statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to itselfany material fact, or which omits to state any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in the light of the circumstances under which they were made, not misleading, or to comply any earlier communication with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated respect to the stockholders solicitation of proxies for the CompanyStockholders' Meeting which shall have become false or misleading. (c) Notwithstanding the foregoing, and in the event the Company shall advise makes no representation or warranty with respect to any information supplied by Parent, Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. (d) The Schedule 14D-9 and the Proxy Statement, Purchaser or Merger Sub if applicable, shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed comply in all material respects as to form with the SEC, and as required by law disseminated to the stockholders requirements of the CompanyExchange Act and the rules and regulations thereunder.

Offer Documents. None of the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by 25 30 the Company in writing for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplementsupplement thereto. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing 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 the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

Offer Documents. None of PROXY STATEMENT; SCHEDULE 14D-9. Neither the Offer Documents, Documents nor any schedule required to --------------- be filed information supplied by DCNA or the Purchaser or Merger Sub with for inclusion in the SEC or any amendment or supplement thereto will containSchedule 14D-9 will, at the respective times such documents the Offer Documents, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to . The information supplied by the Company DCNA for inclusion in the Offer DocumentsProxy Statement will not, any schedule required to be filed with on the SEC date the Proxy Statement (or any amendment or supplement. None supplement thereto) is first mailed to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing with the SECCompany, 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. If at any time prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or shall, at the time of the Special Meeting, omit to comply state any material fact necessary to correct any statement in any earlier communication with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated respect to the stockholders solicitation of proxies for the CompanySpecial Meeting which shall have become false or misleading. The Offer Documents (including the Schedule TO) will, when filed by DCNA and in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and comply as required by law disseminated to form in all material respects with the stockholders applicable provisions of the CompanyExchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, DCNA and the Purchaser make no representation or warranty with respect to any information supplied by or on behalf of the Company which is contained in any of the Offer Documents, the Proxy Statement or any amendment or supplement thereto. The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents. Schedules 13E-3 and 14D-9. None of the Offer DocumentsSchedule 14D-9, the Schedule 13E-3 nor any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer DocumentsDocuments or any Schedule 13E-3 shall, at the times the Schedule 13E-3, Schedule 14D-9, the Offer Documents or any schedule required to be amendments or supplements thereto are filed with the SEC or any amendment are first published, sent or supplement. None given to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in Company, as the Schedule 14D-9 will, at the date of filing with the SECcase 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. If at any time prior At the respective times when they are filed with the SEC or are first published, sent or given to stockholders, the Schedule 14D-9 and the Schedule 13E-3 will comply as to form in all material respects with the applicable requirements of the Exchange Act, and the rules and regulations thereunder. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting 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, at the time of the Stockholders' Meeting and at the Effective Time either Purchaser Time, contain any statement that, at the time and in light of the circumstances under which it was made, is false or Merger Sub shall obtain knowledge of any facts misleading with respect to itselfany material fact, or omit to state any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in the light of the circumstances under which they were made, not misleading, or to comply any earlier communication with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated respect to the stockholders solicitation of proxies for the CompanyStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, and in the event the Company shall advise makes no representation or warranty with respect to any information supplied in writing by Parent, Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of Parent's or Purchaser's Representatives for inclusion in the foregoing documents, Purchaser or Merger Sub . The Schedule 14D-9 shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed comply in all material respects as to form with the SEC, and as required by law disseminated to the stockholders requirements of the CompanyExchange Act and the rules and regulations promulgated thereunder.

Offer Documents. None SCHEDULE 14D-9; PROXY STATEMENT. Neither the Schedule 14D-9 nor any of the Offer Documents, any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer DocumentsDocuments will, at the times the Schedule 14D-9, the Offer Documents or any schedule required to be amendments or supplements thereto are filed with the SEC or any amendment are first published, sent or supplement. None given to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in Company, as the Schedule 14D-9 will, at the date of filing with the SECcase 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. If at any time prior In the event a Stockholders' Meeting (as hereinafter defined) is held, neither the proxy statement to be sent to the Effective Time either Purchaser stockholders of the Company in connection with such Stockholders' Meeting or Merger Sub shall obtain knowledge 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 or at the time of the Stockholders' Meeting, contain any facts statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to itselfany material fact, or which omits to state any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in the light of the circumstances under which they were made, not misleading, or to comply any earlier communication with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated respect to the stockholders solicitation of proxies for the CompanyStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, and in the event the Company shall advise makes no representation or warranty with respect to any information supplied by Parent, Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement, Purchaser or Merger Sub if applicable, shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed comply in all material respects as to form with the SEC, and as required by law disseminated to the stockholders requirements of the CompanyExchange Act and the rules and regulations thereunder.

Offer Documents. Schedule 14D-9; and Proxy Statement. ---------------------------------------------------- (i) None of the Offer Documents, any schedule required information supplied or to --------------- be filed supplied by Purchaser or Merger Sub with on behalf of the SEC Company or any amendment or supplement thereto will containaffiliate of the Company for inclusion in the Offer Documents will, at the respective times such documents are filed with the SEC or first published, sent or given and are mailed to shareholders of the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC or any amendment or supplement. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 will, at the date of filing 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 the light of the circumstances under which they were are made, not misleading. If The Schedule 14D-9 will not, at any the time the Schedule 14D-9 is filed with the SEC and at all times prior to the Effective Time either Purchaser or Merger Sub shall obtain knowledge of any facts with respect to itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any purchase of the foregoing documents in order Company Common Shares by Purchaser pursuant to the Offer, 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 are made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied in writing by Parent, Purchaser or an affiliate of Parent or Purchaser expressly for inclusion in the Offer Documents. The Schedule 14D-9 will comply as to form in all material respects with applicable lawsthe provisions of the Exchange Act and the rules and regulations of the SEC thereunder. (ii) The letter to shareholders, such amendment notice of meeting, proxy statement and form of proxy, or supplement shall the information statement, as the case may be, that may be promptly provided to shareholders of the Company in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC andin connection therewith (collectively, as required by lawthe "Proxy Statement") will not, disseminated to at the stockholders time the Proxy Statement is first mailed and at the time of the CompanySpecial Shareholders Meeting, and 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 light of the event circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company shall advise Purchaser or Merger Sub as with respect to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documentsinformation supplied in writing by Parent, Purchaser or Merger Sub shall promptly amend any affiliate of Parent or supplement such document, and such amendment or supplement shall be promptly filed Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the SEC, and as required by law disseminated to the stockholders provisions of the CompanyExchange Act and the rules and regulations of the SEC promulgated thereunder.

Offer Documents. None of Schedule 14D-9; Proxy Statement.Neither the Offer Documents, Schedule l4D-9 nor any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will contain, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will 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, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer DocumentsDocuments shall, at the times the Schedule 14D-9, the Offer Documents or any schedule required to be amendments or supplements thereto are filed with the SEC or any amendment are first published, sent or supplement. None given to stockholders of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in Company, as the Schedule 14D-9 will, at the date of filing with the SECcase 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. If at any time prior Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter 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, at the time of the Stockholders' Meeting and at the Effective Time either Purchaser Time, contain any statement which, at the time and in light of the circumstances under which it was made, is false or Merger Sub shall obtain knowledge of any facts misleading with respect to itselfany material fact, or which omits to state any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in the light of the circumstances under which they were made, not misleading, or to comply any earlier communication with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated respect to the stockholders solicitation of proxies for the CompanyStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, and in the event the Company shall advise makes no representation or warranty with respect to any information supplied by the Parent or Purchaser or Merger Sub as to its obtaining knowledge any of any facts that would make it necessary to supplement or amend their representatives for inclusion in any of the foregoing documents, Purchaser or Merger Sub . The Schedule 14D-9 and the Proxy Statement shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed comply in all material respects as to form with the SEC, and as required by law disseminated to the stockholders requirements of the CompanyExchange Act and the rules and regulations thereunder.