Common use of Offer Documents Clause in Contracts

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 and the Offer Documents shall not, at the respective times 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, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference therein.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 and None of the Offer Documents shall notDocuments, 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 the Schedule 14D-9 or the Offer Documents such 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 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 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 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 the Company Purchaser or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent 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. SCHEDULE Schedule 14D-9; PROXY STATEMENTProxy Statement. The ------------------------------------------------ Neither the Offer Documents, nor any of the information supplied provided or to be provided by the Company Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for inclusion use in the Schedule 14D-9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby, including any amendment or supplement to such documents, shall, on the respective dates the Offer Documents shall notDocuments, at the respective times the Schedule 14D-9 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or the Offer Documents any supplements or amendments thereto are filed with the SEC or are on the date 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 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 were made, not misleading. The Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information supplied provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for inclusion use in the proxy statement or information statement to be sent to the stockholders Offer Documents. None of the Company information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use 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 notProxy Statement shall, at the date time filed with the Proxy Statement (or any amendment or supplement thereto) is first SEC, at the time mailed to stockholders of the Company's stockholders, at the time of the Stockholders' Meeting and or at the Effective Time, be false or misleading with respect to 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, 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 will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations thereunder except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE Schedule 14D-9; PROXY STATEMENTProxy Statement. The Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.7, neither the Offer Documents nor any information supplied (or to be supplied) in writing by the Company or on behalf of Parent or Merger Sub for inclusion in the Schedule 14D-9 and the Offer Documents shall not, will (at the respective times the Schedule 14D-9 such materials, or the Offer Documents any amendments or supplements thereto, are filed with the SEC or are SEC, first published, sent or given to stockholders and/or Warrantholders of the Company, 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 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 misleading. The information supplied by Parent for inclusion in the Proxy Statement (if any) will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, 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, 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 Stockholders' Company Shareholders Meeting which shall have become false or misleadingmisleading in any material respect. The Schedule 14D-9, Proxy Statement and the Offer Documents shall will comply as to form in all material respects as to form with the applicable requirements of the Exchange Securities Act and the rules Exchange Act. Notwithstanding the foregoing, Parent and regulations thereunder except that Merger Sub make no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on any information supplied by Parent or Purchaser on behalf of the Company for inclusion or incorporation by reference thereinin any of the foregoing documents.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The Neither the Offer Documents nor any information --------------- supplied by the Company Parent or Purchaser for inclusion in the Schedule 14D-9 and the Offer Documents shall notwill, at the respective times the Schedule TO and Schedule 14D-9 or the Offer Documents are filed with the SEC or are and first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be's shareholders, 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 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 If a Proxy Statement is mailed 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 stockholdersCompany's shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "PROXY STATEMENT"), shall not, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders the Company's shareholders and on the date of the CompanyShareholders Meeting, at the time if there is one, none of the Stockholders' Meeting information supplied by Parent and at Purchaser for inclusion in the Effective Time, be false Proxy Statement will contain any untrue statement of a material fact or misleading with respect to any 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 or necessary to correct any statement in any earlier communication with respect to the Shareholders Meeting or the solicitation of proxies for to used at the Stockholders' Shareholders Meeting which shall have become false or misleading. The 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, 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 shall will comply as to form 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The information supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 (and the Offer Documents shall any amendment thereof or supplement thereto), will not, at the respective times the Schedule 14D-9 or the Offer Documents are when filed with the SEC or are first published, sent when distributed or given disseminated to stockholders and/or Warrantholders of the Company, as the case may be’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 light of the circumstances under which they are were made, not misleading. The information supplied by the Company for inclusion in the proxy statement or information statement Offer Documents, and all amendments thereto, and any other document required to be sent filed with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders of the Company in connection with the Stockholders' Meeting (transactions contemplated hereby, will comply as defined to form in Section 6.01) all material respects with the provisions of Rule 14d-3 of the Exchange Act or any other applicable Laws, as the information statement case may be, and will not, when filed with the SEC or when distributed or disseminated to be sent to such the Company’s stockholders, as appropriate (such proxy contain any untrue 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 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 are were 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 Parent and Merger Sub make no representation or warranty is made by the Company with respect to statements made in the Offer Documents or incorporated by reference therein based on information supplied any other document filed or distributed by Parent or Purchaser Merger Sub based solely on information furnished by or on behalf of the Company in writing for inclusion or incorporation by reference therein.

Offer Documents. SCHEDULE None of the Schedule 14D-9; PROXY STATEMENT. The , the information supplied statement, if any, filed by the Company for inclusion in the Schedule 14D-9 and connection with the Offer Documents shall notpursuant to Rule 14f-1 under the Exchange Act (the "Information Statement"), any schedule required to be filed by the Company with the Commission or any amendment or supplement thereto, at the respective times the Schedule 14D-9 or the Offer Documents such documents are filed with the SEC Commission or are first published, sent or given to stockholders and/or Warrantholders 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 therein, in the light of the circumstances under which they are made, not misleading except that no representation is made by the Company with respect to information supplied by the Parent or Merger Subsidiary specifically for inclusion in the Schedule 14D-9 or Information Statement or any amendment or supplement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, at the time such documents are filed with the Commission, or first published, sent or given to the Company's stockholders, as the case may be, 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 made therein, in light of the circumstances under which they are were made, not misleading. The If at any time prior to the Effective Time the Company shall obtain knowledge of any facts with respect to itself, any of its officers and directors or any of its Subsidiaries that would require the supplement or amendment to the Schedule 14D-9 or the information supplied by the Company for inclusion or incorporation by reference 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 Offer Documents in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the Commission and, as required by applicable law, disseminated to the stockholders of the Company, and in the event Parent shall advise the Company as to its obtaining knowledge of any facts that would make it necessary to correct supplement or amend 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 foregoing documents, the Company with respect shall promptly amend or supplement such document as required and distribute the same to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinits stockholders.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 Offer and the Offer Documents shall not, at in all material respects conform with the respective times requirements of the Schedule 14D-9 Exchange Act (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 are filed with Documents). As of their respective dates, and on the SEC or date they are first published, sent or given to stockholders and/or Warrantholders holders of Shares, the Offer Documents shall not contain any misstatement of material fact or omit to state any material fact necessary to make the statements contained therein, in light of the Companycircumstances in which they were made, not misleading. Parent and Merger Sub 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 respects, and Parent and Merger Sub 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 case may beextent required by applicable law. If applicable, the information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 were made, not misleading at the time such Proxy Statement or necessary any amendment or supplement thereto is first mailed to correct any statement in any earlier communication with respect to stockholders of the solicitation Company and at the time of proxies for the Company's 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinMeeting.

Offer Documents. SCHEDULE Schedule 14D-9; PROXY STATEMENTProxy Statement. The None of the Schedule 14D-9, the information supplied by the Company for inclusion in the Schedule 14D-9 and Offer Documents or the Note Tender Offer Documents or the information to be filed by the Company in connection with the Offer Documents shall notpursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") shall, at the respective times the Schedule 14D-9 or 14D-9, the Offer Documents 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 and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they 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 Special Stockholders' Meeting (as defined in Section 6.016.01 hereof) 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 STATEMENTProxy Statement"), ) shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, Company or at the time of the Special Stockholders' Meeting and at the Effective Time, and, with respect to the Information 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, 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 or, with respect to the Proxy Statement, necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of 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, Proxy the Information Statement and the Offer Documents Proxy Statement 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The Neither the Schedule 14D-9 nor any information supplied by or on behalf of the Company to Parent for purposes of inclusion in the Offer Documents (including, without limitation, information incorporated by reference to documents filed by the Company with the SEC) shall, at the times the Schedule 14D-9 and 14D-9, the Offer Documents shall not, at the respective times the Schedule 14D-9 or the Offer Documents any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The information supplied by the Company for inclusion in Neither 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 6.01hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "PROXY STATEMENTProxy Statement"), shall notshall, at as of 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 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 are were made, not misleading or otherwise omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Merger Sub or any of Parent's or Merger Sub's representatives for inclusion in the foregoing documents. The Schedule 14D-9, 14D-9 and the 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 and None of the Offer Documents shall notDocuments, at the respective times the Schedule 14D-9 or the Offer Documents are any schedule required to be filed by Buyer with the SEC or are first publishedany amendment or supplement will contain, sent or given to stockholders and/or Warrantholders on the date of filing with the CompanySEC, 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 , except that no representation is made by Buyer with respect to information supplied by the Company specifically for inclusion in the proxy statement or information statement Offer Documents, any schedule required to be sent to filed with the stockholders SEC or any amendment or supplement. None of the Company information supplied by Buyer in connection with writing specifically for inclusion or incorporation by reference in 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 notSchedule 14D-9 will, at the date of filing with the Proxy Statement (or SEC, contain any amendment or supplement thereto) is first mailed to stockholders untrue statement of the Company, at the time of the Stockholders' Meeting and at the Effective Time, be false or misleading with respect to any 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 are were made, not misleading or necessary misleading. If at any time prior to correct acceptance of shares of Common Stock tendered pursuant to the Offer Buyer shall obtain knowledge of any statement in any earlier communication facts with respect to itself, any of its officers and directors that would require the solicitation supplement or amendment to any of proxies for the Stockholders' Meeting 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 have become false or misleading. The Schedule 14D-9be promptly filed with the SEC and, Proxy Statement as required by Law, disseminated to the stockholders of the Company, and in the Offer Documents event the Company shall comply in all material respects advise Buyer as to form with the requirements its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the Exchange Act foregoing documents, Buyer shall promptly amend or supplement such document as required and distribute the rules and regulations thereunder except that no representation or warranty is made by same to the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinstockholders of the Company.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Schedule 14D-9 and the Offer Documents shall notshall, at the respective times the Schedule 14D-9 or 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 and/or Warrantholders shareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by the Company for inclusion in Neither the proxy statement or information statement to be sent to the stockholders shareholders of the Company in connection with the StockholdersShareholders' Meeting (as defined in Section 6.01hereinafter defined) or nor the information statement to be sent to such stockholdersshareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "PROXY STATEMENT"), shall notshall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders shareholders of the Company, at the time contain any untrue statement of the Stockholders' Meeting and at the Effective Time, be false or misleading with respect to any a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or shall, at the time of the Shareholders' Meeting or at the Effective Time, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the StockholdersShareholders' Meeting which shall have become false or misleading. The Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements therein based on information supplied by Parent or Purchaser or any of their representatives which is contained in the Schedule 14D-9, the Offer Documents, the Proxy Statement or any amendment or supplement thereto. The Schedule 14D-9 and the Offer Documents Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the applicable rules and regulations thereunder except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. PROXY STATEMENT; SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 and Neither the Offer Documents shall notnor any other document filed or to be filed by or on behalf of Parent or Purchaser with the SEC or any other governmental entity in connection with the transactions contemplated by this Agreement contained when filed or will, at the respective times the Schedule 14D-9 or the Offer Documents are filed with the SEC or are first publishedother governmental entity, sent or given at any time thereafter when the information included therein is required to stockholders and/or Warrantholders of the Company, as the case may bebe updated pursuant to applicable law, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The ; provided, that the -------- foregoing shall not apply to information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any such document. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act. None of the information supplied by Parent or Purchaser in writing 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) Proxy Statement 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 notSchedule 14D-9 will, at the date respective times that the Proxy Statement (and the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC 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) thereto is first mailed to stockholders of the Company's shareholders, at the time of the StockholdersShareholders' Meeting and or at the Effective Time, be false or misleading with respect to 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 are were 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference therein.

Offer Documents. SCHEDULE Schedule 14D-9; PROXY STATEMENTProxy Statement; Other ------------------------------------------------------- Information. The Neither the Schedule 14D-9 nor any information supplied by the Company ----------- for inclusion in the Schedule 14D-9 and the Offer Documents shall notshall, at the respective times the Schedule 14D-9 or 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 and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by the Company for inclusion in Neither 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 6.01hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "PROXY STATEMENTProxy Statement"), shall not--------------- 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, 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, 14D-9 and the 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENTThe Offer Documents and any other --------------- documents to be filed by Parent with the SEC or any other Governmental Entity in connection with the Offer and the Merger and the other transactions contemplated hereby will (in the case of the Offer Documents and any such other documents filed with the SEC under the Exchange Act) comply as to form in all material respects with applicable provisions of the Exchange Act and the rules and regulations thereunder. The None of the Offer Documents, any other documents required to be filed by Parent with the SEC in connection with the transactions contemplated hereby, nor any information supplied by the Company Parent for inclusion in the Schedule 14D-9 or in the information required to be distributed to the stockholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Offer Documents shall notCompany's Board pursuant to Section 1.4 hereof shall, at the respective times the Schedule 14D-9 Offer Documents, any amendments and supplements thereto or any such other filings by the Offer Documents Company, Parent or Merger Sub are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in 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 misleading. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or necessary to correct any statement in any earlier communication warranty 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 statements made in all material respects as to form with the requirements any of the Exchange Act and the rules and regulations thereunder except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein foregoing documents based on and in conformity with information supplied by Parent or Purchaser on behalf of the Company in writing specifically for inclusion or incorporation by reference therein.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 and None of the Offer Documents shall notor any amendment or supplement thereto, at the respective times the Schedule 14D-9 or the Offer Documents such documents are filed with the SEC Commission or are first published, sent or given to stockholders and/or Warrantholders of the Company's stockholders, as the case may be, 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 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 the Company Parent or Merger Subsidiary with respect to statements made information supplied by the Company specifically for inclusion in the Offer Documents or incorporated by reference therein based on any amendment or supplement. None of the information supplied or to be supplied by Parent or Purchaser 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 the Parent or Merger Subsidiary shall obtain knowledge of any facts with respect to itself, any of its officers and directors or any of its Subsidiaries that would require the supplement or amendment to the 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 are made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the Commission and, as required by applicable laws, disseminated to the stockholders of the Company, and in the event the Company shall advise Parent or Merger Subsidiary as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Parent or Merger Subsidiary shall promptly amend or supplement such document as required and distribute the same to the Company's stockholders.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the times the Schedule 14D-9 and 14D-9, the Offer Documents shall not, at the respective times the Schedule 14D-9 or the Offer Documents any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The information supplied by the Company for inclusion in Neither 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) 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 STATEMENTProxy Statement"), shall notshall, 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 contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. The Schedule 14D-9, 14D-9 and the 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. PROXY STATEMENT; SCHEDULE 14D-9; PROXY STATEMENT. The Neither the Offer Documents nor any information supplied by DCNA or the Company Purchaser for inclusion in the Schedule 14D-9 and the Offer Documents shall notwill, at the respective times the Offer Documents, the Schedule 14D-9 14D-9, or the Offer Documents any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by the Company DCNA 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 Proxy Statement will not, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time contain any untrue statement of the Stockholders' Meeting and at the Effective Time, be false or misleading with respect to any 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 are made, not misleading misleading, or shall, at the time of the Special Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Special Meeting which shall have become false or misleading. The Offer Documents (including the Schedule 14D-9TO) will, when filed by DCNA and the Purchaser with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange 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 and the or any amendment or supplement thereto. The Offer Documents shall comply as to form 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE Schedule 14D-9; PROXY STATEMENTProxy 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 Schedule 14D-9 and the Offer Documents shall not, at the respective times the Schedule 14D-9 or 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 and/or Warrantholders of the Company, as Company or at the case may beexpiration date or the date of purchase, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. 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. The information included or incorporated by reference in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as hereinafter defined) will not, and 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"), will 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, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Stockholders Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by Parent or Purchaser in writing expressly for inclusion in the Schedule 14D-9 or Proxy Statement. The Schedule 14D-9, l4D-9 and the 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE Schedule 14D-9; PROXY STATEMENTSchedule 13E-3; Proxy ------------------------------------------------------ Statement. The Neither the Schedule 14D-9 nor any information supplied by the --------- Company for inclusion in the Schedule 14D-9 and the Offer Documents shall notor the Schedule 13E-3 shall, at the respective times the Schedule 14D-9 or 14D-9, the Offer Documents 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 and/or Warrantholders shareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by the Company for inclusion in Neither the proxy statement or information statement to be sent to the stockholders shareholders of the Company in connection with the StockholdersShareholders' Meeting (as defined in Section 6.01hereinafter defined) or nor the information statement to be sent to such stockholdersshareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "PROXY STATEMENTProxy Statement"), shall notshall, at the date the Proxy --------------- Statement (or any amendment or supplement thereto) is first mailed to stockholders shareholders of the Company, at the time of the StockholdersShareholders' Meeting and at the Effective TimeMeeting, 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 StockholdersShareholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation and warranty with respect to information supplied by Parent, Merger Subsidiary or any of their representatives which is contained in any of the foregoing documents or the Offer Documents. The Schedule 14D-9, 14D-9 and the 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 and the Offer Documents shall notshall, at the respective times 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 shareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in 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 6.01Section5.01) 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference therein.

Offer Documents. SCHEDULE Schedule 14D-9; PROXY STATEMENT. The Proxy Statement.Neither the Schedule l4D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the times the Schedule 14D-9 and 14D-9, the Offer Documents shall not, at the respective times the Schedule 14D-9 or the Offer Documents any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The information supplied by the Company for inclusion in Neither 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 6.01hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "PROXY STATEMENTProxy Statement"), shall notshall, 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 contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by the Parent or Purchaser or any of their representatives for inclusion in any of the foregoing documents. The Schedule 14D-9, 14D-9 and the 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 and None of the Offer Documents shall notDocuments, at the respective times the Schedule 14D-9 any schedule required to be filed by Purchaser or the Offer Documents are filed Merger Sub with the SEC or are first publishedany amendment or supplement will contain, sent or given to stockholders and/or Warrantholders on the date of filing with the CompanySEC, 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 , 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 proxy statement or information statement Offer Documents, any schedule required to be sent to filed with the stockholders SEC or any amendment or supplement. None of the Company information supplied by the Purchaser or Merger Sub in connection with writing specifically for inclusion or incorporation by reference in 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 notSchedule 14D-9 will, at the date of filing with the Proxy Statement (or SEC, contain any amendment or supplement thereto) is first mailed to stockholders untrue statement of the Company, at the time of the Stockholders' Meeting and at the Effective Time, be false or misleading with respect to any 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 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 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 are were made, not misleading 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 the Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to correct supplement or amend any statement in any earlier communication with respect of the foregoing documents, the Purchaser or Merger Sub shall promptly amend or supplement such document as required and distribute the same 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 stockholders of the Exchange Act and the rules and regulations thereunder except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinCompany.

Offer Documents. SCHEDULE Schedule 14D-9; PROXY STATEMENTProxy Statement. The Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.10, neither the Offer Documents nor any information supplied (or to be supplied) in writing by the Company or on behalf of Parent or Purchaser for inclusion in the Schedule 14D-9 and the Offer Documents shall notwill, at the respective times the Offer Documents, the Schedule 14D-9 14D-9, or the Offer Documents any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by the Company Parent for inclusion in the proxy statement or information statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting Proxy Statement (as defined in Section 6.01if any) 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 will not, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time contain any untrue statement of the Stockholders' Meeting and at the Effective Time, be false or misleading with respect to any 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 are made, not misleading or misleading, and will not, at the time of the Company Stockholders Meeting (if such a meeting is held), omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Company Stockholders Meeting which shall have become false or misleadingmisleading in any material respect. The Schedule 14D-9, Proxy Statement and the Offer Documents shall will comply as to form in all material respects as to form with the applicable requirements of the Exchange Act Act. Notwithstanding the foregoing, Parent and the rules and regulations thereunder except that Purchaser make no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on any information supplied by Parent or Purchaser on behalf of the Company for inclusion or incorporation by reference thereinin any of the foregoing documents.

Offer Documents. SCHEDULE Schedules 13E-3 and 14D-9; PROXY STATEMENT. The None of the Schedule 14D-9, the Schedule 13E-3 nor any information supplied by the Company for inclusion in the Offer Documents or any Schedule 14D-9 and 13E-3 shall, at the times the Schedule 13E-3, Schedule 14D-9, the Offer Documents shall not, at the respective times the Schedule 14D-9 or the Offer Documents any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The information supplied by At the Company for inclusion 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 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 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 STATEMENTProxy Statement"), shall notshall, 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 contain any statement that, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied in writing by Parent, Purchaser or any of Parent's or Purchaser's Representatives for inclusion in the foregoing documents. The Schedule 14D-9, Proxy Statement and the Offer Documents 14D-9 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinpromulgated thereunder.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The information supplied by the Company for inclusion in the Schedule 14D-9 and None of the Offer Documents shall notDocuments, 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 the Schedule 14D-9 or the Offer Documents such 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 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 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 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 the Company Purchaser or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent 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 supplement 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. SCHEDULE 14D-9; PROXY STATEMENT. The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Schedule 14D-9 and the Offer Documents shall notshall, at the respective times the Schedule 14D-9 or 14D-9, the Offer Documents Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders shareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in 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 shareholders of the Company in connection with the StockholdersSpecial Shareholders' 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 shareholders of the Company, at the time of the StockholdersSpecial Shareholders' Meeting Meeting, if any, and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the StockholdersSpecial Shareholders' Meeting Meeting, if any, which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by the Parent, the Purchaser or any of the Parent's or the Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9, 14D-9 and the 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENTOn the date of commencement of the Offer, Parent and the Purchaser shall file with the Commission with respect to the Offer a Schedule 14D-1 (the "Schedule 14D-1") which will comply in all material respects with the provisions of applicable federal securities law, and will contain the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements thereof or amendments thereto, are referred to herein collectively as the "Offer Documents"). The information supplied by the Company for inclusion in the Schedule 14D-9 14D-1 and the Offer Documents shall notDocuments, at on the respective times date the Schedule 14D-9 or 14D-1 is filed with the Commission, and on the date the Offer Documents are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were 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 the Company Parent or Purchaser with respect to statements made or incorporated by reference therein based on written information supplied by the Company or any of its stockholders. Parent, Purchaser and the Company each agree promptly to correct the Schedule 14D-1 or the Offer Documents if and to the extent that any information provided by any of them shall have become false or misleading in any material respect, and to take all steps necessary to cause such Schedule 14D-1 as so corrected to be filed with the Commission and such Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the Commission. Parent and Purchaser agree to provide the Company and its counsel with any comments that Parent, Purchaser or Purchaser for inclusion their counsel may receive from the Commission or incorporation by reference thereinits staff with respect to the Offer Documents promptly after the receipt of such comments.

Offer Documents. SCHEDULE Schedule 14D-9; PROXY STATEMENTSchedule 13E-3; Proxy Statement. The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Schedule 14D-9 and the Offer Documents shall notshall, at the respective times 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 shareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The information supplied by the Company for inclusion in Neither the proxy statement or information statement to be sent to the stockholders shareholders of the Company in connection with the StockholdersShareholders' Meeting (as defined in Section 6.01) or nor the information statement to be sent to such stockholdersshareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "PROXY STATEMENTProxy Statement"), shall notshall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders shareholders of the Company, at the time of the StockholdersShareholders' 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 StockholdersShareholders' Meeting which shall have become false or misleading. The Schedule 14D-9, 14D-9 and the 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The Neither the Schedule 14D-9 nor any of the information supplied by the Company for inclusion in the Offer Documents will, at the times the Schedule 14D-9 and 14D-9, the Offer Documents shall not, at the respective times the Schedule 14D-9 or the Offer Documents any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The information supplied by In the Company for inclusion in event a Stockholders' Meeting (as hereinafter defined) is held, neither the proxy statement or information statement to be sent to the stockholders of the Company in connection with the such 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 notshall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, Company or at the time of the Stockholders' Meeting and Meeting, contain any statement which, at the Effective Timetime and in light of the circumstances under which it was made, be is false or misleading with respect to any material fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9, Proxy Statement 14D-9 and the Offer Documents Proxy Statement, if applicable, 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.

Offer Documents. SCHEDULE Schedule 14D-9; PROXY STATEMENT. The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the times the Schedule 14D-9 and 14D-9, the Offer Documents shall not, at the respective times the Schedule 14D-9 or the Offer Documents any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders and/or Warrantholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The information supplied by the Company for inclusion in Neither 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 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 STATEMENTProxy Statement"), shall notshall, 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 contain any statement that, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied in writing by Parent, Purchaser or any of Parent's or Purchaser's Representatives for inclusion in the foregoing documents. The Schedule 14D-9, Proxy Statement and the Offer Documents 14D-9 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 the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinpromulgated thereunder.

Offer Documents. SCHEDULE 14D-9; PROXY STATEMENT. The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Schedule 14D-9 and the Offer Documents shall notshall, at the respective times the Schedule 14D-9 or 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 and/or Warrantholders of the Company, as the case may be, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by the Company for inclusion in Neither 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 6.01hereinafter defined) or 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 notshall, 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 contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading 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 Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements therein based on information supplied by Parent or Purchaser or any of their representatives which is contained in the Schedule 14D-9, the Offer Documents, the Proxy Statement or any amendment or supplement thereto. The Schedule 14D-9 and the Offer Documents Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the applicable rules and regulations thereunder except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser for inclusion or incorporation by reference thereinthereunder.