Common use of Offer Documents Clause in Contracts

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither the Offer Documents, nor any of the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and any other documents to be filed 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, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given to the Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Offer Documents. Schedule SCHEDULE 14D-9; Proxy StatementPROXY STATEMENT. ------------------------------------------------ Neither The information supplied by the Offer Documents, nor any of the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically Company for use inclusion in the Schedule 14D-9 and any other documents to be filed with the SEC in connection with the transactions contemplated herebyOffer Documents shall not, including any amendment or supplement to such documents, shall, on at the respective dates times the Schedule 14D-9 or the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto Documents are filed with the SEC or on the date 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 were are made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any The information provided supplied by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use inclusion in the Offer Documents. None 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 provided by Parent statement to be sent to such stockholders, as appropriate (such proxy statement or Acquisition Sub information statement, as amended or by their auditorssupplemented, attorneysbeing referred to herein as the "PROXY STATEMENT"), financial advisors or other consultants or advisors specifically for use in shall not, at the date the Proxy Statement shall, at the time filed with the SEC, at the time (or any amendment or supplement thereto) is first mailed to stockholders of the Company's stockholders, at the time of the Stockholders' Meeting or and at the Effective Time, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein 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 will shall comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations thereunderthereunder 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. ------------------------------------------------ Neither the Offer Documents, Documents nor any of the information provided or to be provided --------------- supplied by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically Purchaser for use inclusion in the Schedule 14D-9 and any other documents to be filed with the SEC in connection with the transactions contemplated herebywill, including any amendment or supplement to such documents, shall, on at the respective dates the Offer Documents, times the Schedule 14D- 9 TO and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto Schedule 14D-9 are filed with the SEC or on the date and first published, sent or given to the Company's stockholders, as the case may beshareholders, contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the If a Proxy Statement shall, at the time filed with the SEC, at the time is mailed to the Company's stockholdersshareholders, at on the time date the Proxy Statement is mailed to the Company's shareholders and on the date of the Stockholders' Meeting or at Shareholders Meeting, if there is one, none of the Effective Time, information supplied by Parent and Purchaser for inclusion in the Proxy Statement will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in 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 to used at the Shareholders Meeting which shall have become false or misleading. However, Parent and Purchaser do not make any representations or warranties with respect to information supplied by the Company or any of its affiliates or representatives for inclusion in the Offer Documents, or with respect to the Schedule 14D-9 or the Proxy Statement (except to the extent of information supplied by Parent and Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement). The Offer Documents will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither None of the Schedule 14D-9, the information supplied by the Company for inclusion in the Offer Documents, nor any of Documents or the Note Tender Offer Documents or the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and any other documents to be filed with by the SEC Company in connection with the transactions contemplated hereby, including any amendment or supplement Offer pursuant to such documents, Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") shall, on at the respective dates times the Schedule 14D-9, the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with Note Tender Offer Documents, the SEC in connection with the transactions contemplated hereby Information Statement or any amendments or supplements or amendments thereto are filed with the SEC or on the date are first published, sent or given to stockholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding The proxy statement to be sent to the foregoingstockholders of the Company in connection with the Special Stockholders' Meeting (as defined in Section 6.01 hereof) (such proxy statement, neither Parent nor Acquisition Sub makes any representation as amended or warranty with respect supplemented, being referred to any information provided by herein as the "Proxy Statement") shall not, at the date the Proxy Statement is first mailed to stockholders of the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the Company's stockholders, at the time of the Special Stockholders' Meeting or at and the Effective Time, contain 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 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 therein made therein, in the light of the circumstances under which they are made, not misleading 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. The 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 will or the Note Tender Offer Documents. The Schedule 14D-9, the Information Statement and the Proxy Statement shall comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents. Schedule 14D-9; Schedule 13E-3; Proxy ------------------------------------------------------ Statement. ------------------------------------------------ Neither the Offer Documents, nor any None of the information provided or to be provided supplied by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors the Company specifically for use --------- inclusion in the Schedule 14D-9 and any other documents to be filed with 14D-9, the SEC in connection with Offer Documents or the transactions contemplated hereby, including any amendment or supplement to such documents, Schedule 13E-3 shall, on at the respective dates times the Schedule 14D-9, the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby 13E-3 or any amendments or supplements or amendments thereto are filed with the SEC or on the date are first published, sent or given to shareholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding Neither the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect proxy statement to any information provided by be sent to the shareholders of the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in connection with the Offer Documents. None of Shareholders' Meeting (as hereinafter defined) nor the information provided by Parent statement to be sent to such shareholders, as appropriate (such proxy statement or Acquisition Sub information statement, as amended or by their auditorssupplemented, attorneysbeing referred to herein as the "Proxy Statement"), financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with date the SEC, at the time Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company's stockholders, Company or at the time of the StockholdersShareholders' Meeting or at the Effective Time, contain any untrue statement of a with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein 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 Shareholders' Meeting which shall have become materially incorrect 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 Offer Documents will Schedule 14D-9 and the Proxy Statement shall comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations thereunderAct.

Offer Documents. None of the Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither the Offer Documents, nor any of the information provided or to be provided statement, if any, filed by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and any other documents to be filed with the SEC Company in connection with the transactions contemplated herebyOffer pursuant to Rule 14f-1 under the Exchange Act (the "Information Statement"), including any schedule required to be filed by the Company with the Commission or any amendment or supplement to such documentsthereto, shall, on at the respective dates the Offer Documents, the Schedule 14D- 9 and any other times such documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC Commission or on the date first published, sent or given to the Company's stockholders, as 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 case may bestatements 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, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding If at any time prior to the foregoing, neither Parent nor Acquisition Sub makes Effective Time the Company shall obtain knowledge of any representation or warranty 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 provided supplied by the Company for inclusion or incorporation by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use reference in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary Documents in order to make the statements therein therein, in the light of the circumstances under which they are were made, not misleading. The Offer Documents will , 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 form in all material respects with the provisions its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the Exchange Act foregoing documents, the Company shall promptly amend or supplement such document as required and distribute the rules and regulations thereundersame to its stockholders.

Offer Documents. Schedule PROXY STATEMENT; SCHEDULE 14D-9; Proxy Statement. ------------------------------------------------ Neither the Offer Documents, Documents nor any of the information provided other document filed or to be provided filed by or on behalf of Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and any other documents to be filed Purchaser with the SEC or any other governmental entity in connection with the transactions contemplated herebyby this Agreement contained when filed or will, including any amendment or supplement to such documents, shall, on at the respective dates the Offer Documents, the Schedule 14D- 9 and any other documents to be times filed with the SEC or other governmental entity, or at any time thereafter when the information included therein is required to be 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 connection order to make the statements made therein, in light of the circumstances under which they were made, not misleading; 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 transactions contemplated hereby provisions of the Exchange Act. None of the information supplied by Parent or Purchaser in writing for inclusion in the Proxy Statement or the Schedule 14D-9 will, at the respective times that the Proxy Statement and the Schedule 14D-9 or any amendments or supplements or amendments thereto are filed with the SEC and are first published or on the date first published, sent or given to holders of Shares, and in the case of the Proxy Statement, at the time that it or any amendment or supplement thereto is mailed to the Company's stockholdersshareholders, as at the case may betime of the Shareholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.7, neither the Offer Documents, Documents nor any of the information provided supplied (or to be provided supplied) in writing by or on behalf of Parent or Acquisition Merger Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use inclusion 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 will (at the respective dates the Offer Documentstimes such materials, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any amendments or supplements or amendments thereto thereto, are filed with the SEC or on the date SEC, first published, sent or given to stockholders of the Company's stockholders, the Offer expires or shares of Parent Common Stock are delivered in connection with the Offer, or at the Effective Time, as the case may be) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement (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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in 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 Company Shareholders Meeting which shall have become false or misleading in any material respect. The Offer Documents will comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules Exchange Act. Notwithstanding the foregoing, Parent and regulations thereunderMerger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company for inclusion in any of the foregoing documents.

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

Offer Documents. Schedule 14D-9; Schedule 13E-3; ------------------------------------------------ Proxy Statement. ------------------------------------------------ Neither the Offer Documents, nor any of the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and nor any other documents to be filed with information supplied --------------- by the SEC Company for inclusion in connection with the transactions contemplated hereby, including any amendment or supplement to such documents, Offer Documents nor the Schedule 13E-3 shall, on at the respective dates times the Schedule 14D-9, the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby 13E-3 or any amendments or supplements or amendments thereto are filed with the SEC or on the date are first published, sent or given to stockholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding Neither the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect proxy statement to any information provided by be sent to the stockholders of the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in connection with the Offer Documents. None of Stockholders' Meeting (as hereinafter defined) nor the information provided by Parent statement to be sent to such stockholders, as appropriate (such proxy statement or Acquisition Sub information statement, as amended or by their auditorssupplemented, attorneysbeing referred to herein as the "Proxy Statement"), financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with date the SEC, at the time Proxy --------------- Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company's stockholders, at the time of the Stockholders' Meeting or and at the Effective Time, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein 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 Offer Documents will Schedule 14D-9 and the Proxy Statement shall comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Gambro, Parent, Purchaser or any of their representatives which is contained in any of the foregoing documents.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither As promptly as practicable on the Offer DocumentsCommencement Date, nor any Parent and Purchaser shall (i) file with the SEC a tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that, subject to Section 5.02(f), will contain or incorporate by reference the Offer to Purchase and form of the information provided or related letter of transmittal and (ii) cause the Offer to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 Purchase and any other related documents to be disseminated to holders of Company Shares. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC (x) to comply in connection all material respects with the transactions contemplated hereby, including any amendment or supplement Exchange Act and the rules and regulations thereunder and other applicable Laws and (y) to such documents, shall, on the respective dates the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given to the Company's stockholders, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, neither however, that no covenant is made by Parent nor Acquisition Sub makes any representation or warranty Purchaser with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Purchaser and the Company agrees to promptly correct any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically it for use in the Offer DocumentsDocuments if and to the extent that such information shall have become false or misleading in any material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Company Shares, in each case as and to the extent required by applicable federal securities laws. None The Company shall promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company and the Company Stockholders that may be required in connection with any action contemplated by this Section 1.01(e). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any response to any comments (including oral comments) of the information provided by Parent SEC or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in its staff with respect thereto) prior to the Proxy Statement shall, at the time filed filing thereof with the SEC, at and Parent and Purchaser shall give reasonable and good faith consideration to any such comments made by the time mailed Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Company's stockholders, at the time Offer Documents promptly after receipt of such comments (including oral comments). Each of Parent and Purchaser shall respond promptly to any comments (including oral comments) of the Stockholders' Meeting SEC or at its staff with respect to the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with or the provisions of the Exchange Act and the rules and regulations thereunderOffer.

Offer Documents. Schedule 14D-9; Proxy Statement; Other ------------------------------------------------------- Information. ------------------------------------------------ Neither the Offer Documents, nor any of the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and nor any other documents to be filed with information supplied by Company ----------- for inclusion in the SEC in connection with the transactions contemplated hereby, including any amendment or supplement to such documents, Offer Documents shall, on at the respective dates times the Schedule 14D-9, the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby Documents or any amendments or supplements or amendments thereto are filed with the SEC or on the date are first published, sent or given to the stockholders of 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 the light of the circumstances under which they were are made, not misleading. Notwithstanding Neither the foregoing, neither Parent nor Acquisition Sub makes any representation proxy statement to be sent to the stockholders of Company in connection with the Stockholders' Meeting (as hereinafter defined) or warranty with respect to any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent statement to be sent to such stockholders, as appropriate (such proxy statement or Acquisition Sub information statement, as amended or by their auditorssupplemented, attorneysbeing referred to herein as the "Proxy Statement"), financial advisors or other consultants or advisors specifically for use in the Proxy Statement --------------- shall, at the time filed with date the SEC, at the time Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of Company's stockholders, at the time of the Stockholders' Meeting or and at the Effective Time, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein 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 Offer Documents will Schedule 14D-9 and the Proxy Statement shall comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither As promptly as practicable on the Offer Documents, nor Commencement Date (subject to (i) the Company having timely provided any of the information provided or required to be provided by Parent or Acquisition Sub or their auditorsit pursuant to Sections 1.1(e) and 1.2(b) and (ii) the Company being prepared, attorneysin accordance with Section 1.2(a), financial advisors or other consultants or advisors specifically for use in to file with the SEC, and to disseminate to the holders of Shares, the Schedule 14D-9 immediately thereafter), Parent and Purchaser shall (i) file with the SEC a tender offer statement on Schedule TO with respect to the Offer (together with any other exhibits, amendments or supplements thereto, the “Offer Documents”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal and (ii) cause the Offer to Purchase and related documents to be timely disseminated to holders of Shares as and to the extent required by applicable Legal Requirements. Parent and Purchaser agree that they shall cause the Offer Documents filed by either Parent or Purchaser with the SEC (x) to comply in connection all material respects with the transactions contemplated hereby, including any amendment or supplement Exchange Act and other applicable Legal Requirements and (y) to such documents, shall, on the respective dates the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given to the Company's stockholders, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, neither however, that no covenant is made by Parent nor Acquisition Sub makes any representation or warranty Purchaser with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Purchaser and the Company agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable Legal Requirements. The Company consents to the inclusion of the Company Board Recommendation in the Offer Documents. None The Company shall promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(e). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any response to any comments (including oral comments) of the information provided by Parent SEC or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in its staff with respect thereto) prior to the Proxy Statement shall, at the time filed filing thereof with the SEC, at and Parent and Purchaser shall give reasonable and good faith consideration to any such comments made by the time mailed Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including with respect to oral comments, a reasonably detailed description of such oral comments) Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the provisions promptly after receipt of the Exchange Act and the rules and regulations thereunderthose comments (including oral comments).

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither None of the Offer Documents, nor any of the information provided Documents or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby, including any amendment or supplement to such documentsthereto, shall, on at the respective dates the Offer Documents, the Schedule 14D- 9 and any other times such documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC Commission or on the date 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 will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding misleading except that no representation is made by the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty Merger Subsidiary with respect to any information provided supplied by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use inclusion in the Offer DocumentsDocuments or any amendment or supplement. None of the information provided supplied or to be supplied by Parent or Acquisition Sub Merger Subsidiary for inclusion or incorporation by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use reference in the Proxy Schedule 14D-9 or Information Statement shallwill, at the time such documents are filed with the SEC, at the time mailed Commission or distributed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement 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 therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents will , 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 form in all material respects with the provisions its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the Exchange Act foregoing documents, Parent or Merger Subsidiary shall promptly amend or supplement such document as required and distribute the rules and regulations thereundersame to the Company's stockholders.

Offer Documents. Schedule SCHEDULE 14D-9; Proxy StatementPROXY STATEMENT. ------------------------------------------------ Neither the Offer Documents, nor any of the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and nor any other documents to be filed with information supplied by the SEC Company for inclusion in connection with the transactions contemplated hereby, including any amendment or supplement to such documents, Offer Documents shall, on at the respective dates times the Schedule 14D-9, the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby Documents or any amendments or supplements or amendments thereto are filed with the SEC or on the date are first published, sent or given to shareholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding Neither the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect proxy statement to any information provided by be sent to the shareholders of the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in connection with the Offer Documents. None of Shareholders' Meeting (as hereinafter defined) nor the information provided by Parent statement to be sent to such shareholders, as appropriate (such proxy statement or Acquisition Sub information statement, as amended or by their auditorssupplemented, attorneysbeing referred to herein as the "PROXY STATEMENT"), financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with date the SEC, at the time Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein 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 Shareholders' Meeting which shall have become false or misleading. 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 Offer Documents will Schedule 14D-9 and the Proxy Statement shall comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the applicable rules and regulations thereunder.

Offer Documents. Schedule SCHEDULE 14D-9; Proxy StatementPROXY STATEMENT. ------------------------------------------------ Neither the Offer Documents, nor any of the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and nor any other 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 to be filed by the Company with the SEC in connection with the transactions contemplated hereby, including any amendment or supplement to such documents, SEC) shall, on at the respective dates times the Schedule 14D-9, the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby Documents or any amendments or supplements or amendments thereto are filed with the SEC or on the date are first published, sent or given to stockholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be stated therein sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading 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, neither Parent nor Acquisition Sub the Company makes any no representation or warranty with respect to any information provided supplied by the Company Parent, Merger Sub or by its auditors, attorneys, financial advisors any of Parent's or other consultants or advisors specifically Merger Sub's representatives for use inclusion in the Offer Documentsforegoing documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in The Schedule 14D-9 and the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will shall comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither (i) On the date of the commencement of the Offer Documents(the “Offer Commencement Date”) Parent I and Merger Sub I shall: (a) file with the SEC, nor any in accordance with Rule 14d-3 promulgated under the Exchange Act, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which will contain or incorporate by reference: (A) Merger Sub I’s offer to purchase Company Common Stock, Company Class B Stock and Company Class C Stock pursuant to the Offer (the “Offer to Purchase”), and (B) forms of the information provided or related letter of transmittal, summary advertisement and other ancillary Offer documents and (b) cause the Offer to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 Purchase and any other related documents to be filed disseminated to holders of Company Common Stock, Company Class B Stock and Company Class C Stock as and to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder. Parent I and Merger Sub I shall cause the Schedule TO, and all exhibits, amendments and supplements thereto (including the Offer to Purchase and forms of the letter of transmittal, summary advertisement and other ancillary Offer documents) (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto, collectively, the “Offer Documents”), to comply in all material respects with the SEC in connection with applicable requirements of the transactions contemplated hereby, including any amendment or supplement to such documents, shall, on Exchange Act and the respective dates the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given to the Company's stockholdersSecurities Act, as applicable, and the case may be, rules and regulations thereunder and to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, neither however, that no covenant is made by Parent nor Acquisition I or Merger Sub makes any representation or warranty I with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. Unless a Company Board Recommendation Change has occurred, Parent I and Merger Sub I shall be entitled to include the Company Board Recommendation in the Offer Documents. (ii) Each of Parent I, Merger Sub I and the Company: (a) shall promptly respond to any comments (including oral comments) of the SEC or its staff with respect to the Offer Documents or the Offer and (b) to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, promptly correct any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically it for use in the Offer Documents to the extent such information shall be or shall have become false or misleading in any material respect and Parent I and Merger Sub I shall take all steps necessary to cause the Offer Documents. None of the information provided by Parent , as supplemented or Acquisition Sub or by their auditorsamended to correct such information, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time to be filed with the SECSEC and, at the time mailed to the Company's stockholders, at extent required by the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act United States securities laws and the rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Company Common Stock, Company Class B Stock and Company Class C Stock. (iii) The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including all amendments and supplements thereto and including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC and Parent I and Merger Sub I shall give reasonable consideration to any such comments made by the Company or its counsel. Parent I and Merger Sub I shall promptly provide the Company and its legal counsel with a copy or a description of any comments (including oral comments) received by Parent I, Merger Sub I or their legal counsel from the SEC or its staff with respect to the Offer Documents. (iv) The Company shall promptly furnish to Parent I and Merger Sub I all information concerning the Company or any of its Subsidiaries and the Company Stockholders that may be required or reasonably requested in connection with the Offer Documents or any action contemplated by this Section 2.1(f).

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither As soon as practicable on the date of --------------- commencement of the Offer, Parent shall prepare and file with the SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the Offer Documents, nor any (the "Registration Statement"). The ---------------------- Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act (the "Preliminary Prospectus"). As soon as practicable on the date of commencement ---------------------- of the information provided Offer, Parent and Merger Sub shall (i) file or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and any other documents cause to be filed with the SEC in connection a Tender Offer Statement on Schedule TO promulgated under Section 14(d)(1) of the Exchange Act (the "Schedule TO") with the transactions contemplated hereby, including any amendment or supplement respect to such documents, shall, on the respective dates the Offer Documents, which shall ----------- contain the Schedule 14D- 9 offer to purchase and any related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be filed made (collectively with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed thereto, the "Offer ----- Documents"), which Offer Documents shall contain (or shall be amended in a --------- timely manner to contain) all information which is required to be included therein in accordance with the SEC or on Exchange Act and the date first publishedrules and regulations thereunder and any other applicable law, sent or given to and shall conform in all material respects with the Company's stockholdersrequirements of the Exchange Act and any other applicable law, as including that the case may be, Offer Documents 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 therein, in light of the circumstances under in which they were made, not misleading. Notwithstanding the foregoing; provided, neither however, that -------- ------- no agreement or representation hereby is made or shall be made by Parent nor Acquisition or Merger Sub makes any representation or warranty with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public filings with the SEC that is included or incorporated by reference in, the Offer Documents, (ii) deliver a copy of the Schedule TO to the Company at its principal executive office, (iii) give telephonic notice and mail to the National Association of Securities Dealers, Inc. (the "NASD") a copy of the ---- Schedule TO in accordance with Rule 14d-3 promulgated under the Exchange Act, and (iv) mail or otherwise cause the Offer Documents to be disseminated to the holders of Company Common Stock. The Company shall provide Parent and Merger Sub all information reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Parent, Merger Sub and the Company each agree promptly to correct any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically them for use in the Offer Documents. None of Documents if and to the information provided by Parent extent that it shall have become false or Acquisition misleading in any material respect and Merger Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in further agrees to take all lawful action necessary to cause the Proxy Statement shall, at the time Offer Documents as so corrected to be filed promptly with the SECSEC and to be disseminated to holders of Company Common Stock, at the time mailed in each case as and to the Company's stockholdersextent required by applicable law. In conducting the Offer, at Parent, Merger Sub and the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will Company shall comply as to form in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the rules opportunity to review and regulations thereundercomment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Merger Sub agree to provide the Company and its counsel any comments Parent, Merger Sub or their counsel may receive from the SEC with respect to the Offer Documents promptly after the receipt of such comments.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither As promptly as practicable on the Offer DocumentsCommencement Date, nor any Purchaser shall (i) file with the SEC a tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that shall contain or incorporate by reference the Offer to Purchase and form of the information provided or related letter of transmittal and summary advertisement (the forms of which shall be reasonably acceptable to be provided by Parent or Acquisition Sub or their auditorsthe Company), attorneys, financial advisors or other consultants or advisors specifically for use in (ii) cause the Schedule 14D-9 Offer to Purchase and any other related documents to be disseminated to holders of Class A Ordinary Shares, in each case, as and to the extent required by Applicable Law, and (iii) otherwise comply with the filing requirements of Rule 14d-3(a) promulgated under the Exchange Act, the dissemination requirements of Rule 14d-4(a), and the disclosure requirements of Rule 14d-6(a) promulgated under the Exchange Act, in each case, as and to the extent required by Applicable Law. Purchaser shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by Purchaser with the SEC to comply in connection all material respects with the transactions contemplated hereby, including any amendment or supplement to such documents, shall, on Exchange Act and the respective dates the Offer Documents, the Schedule 14D- 9 rules and any regulations thereunder and other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given to the Company's stockholders, as the case may be, Applicable Law and not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Offer Documents or necessary in order to make the statements thereinin the Offer Documents, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty ; it being understood that no covenant is made by Purchaser with respect to information supplied by the Company for inclusion in the Offer Documents. Purchaser, the Company and each Seller agrees to promptly correct any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically it for use in the Offer Documents. None of Documents if and to the extent that such information provided by Parent shall have become false or Acquisition Sub or by their auditorsmisleading in any material respect, attorneysand to correct any material omissions therefrom, financial advisors or other consultants or advisors specifically for use in and Purchaser further agrees to take all steps necessary to cause the Proxy Statement shall, at the time Offer Documents as so corrected to be filed with the SECSEC and to be disseminated to holders of Class A Ordinary Shares, at the time mailed in each case as and to the extent required by Applicable Law. The Company shall promptly furnish or otherwise make available to Purchaser or Purchaser’s legal counsel all information concerning the Company and the Company's stockholders’s shareholders that may be required in connection with any action contemplated by this Section 2.03(e) (which for the avoidance of doubt, at the time shall not include any financial statements of the Stockholders' Meeting Company). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Purchaser agrees to provide the Company and its counsel with any comments Purchaser or at their counsel may receive from the Effective Time, contain SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Purchaser shall respond promptly to any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light comments of the circumstances under which they are made, not misleading. The SEC or its staff with respect to the Offer Documents will comply as or the Offer. Purchaser shall provide the Company and its counsel a reasonable opportunity to form participate in all material respects the formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the provisions of the Exchange Act and the rules and regulations thereunderSEC or its staff concerning such comments.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither the Offer Documents, nor any of the The information provided or to be provided supplied by Parent or Acquisition Sub expressly for inclusion or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use incorporation by reference in the Schedule 14D-9 (and any other documents to be amendment thereof or supplement thereto), will not, when filed with the SEC in connection with the transactions contemplated herebySEC, including any amendment when distributed or supplement to such documents, shall, on the respective dates the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given disseminated to the Company's stockholders, as and at the case may beExpiration Date, 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 were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the The Offer Documents. None of , and all amendments thereto, and any other document required to be filed with the information provided SEC or required to be distributed or otherwise disseminated to the Company's stockholders by Parent or Acquisition Sub in connection with the transactions contemplated hereby, will comply as to form in all material respects with the provisions of Rule 14d-3 of the Exchange Act or by their auditorsany other applicable federal securities laws, attorneysas the case may be, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shalland will not, at the time when filed with the SEC, at the time mailed when distributed or disseminated to the Company's stockholders, and at the time of the Stockholders' Meeting or at the Effective TimeExpiration Date, 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 made therein, in light of the circumstances under which they are were made, not misleading. The , except that Parent and Acquisition Sub make no representation or warranty with respect to statements made in the Offer Documents will comply as to form in all material respects with the provisions or any other document filed or distributed by Parent or Acquisition Sub based on information furnished by or on behalf of the Exchange Act and the rules and regulations thereunderCompany in writing expressly for inclusion therein.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither As soon as practicable on the Offer DocumentsCommencement Date, nor any of the information provided or to be provided by Parent or Acquisition and Merger Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and any other documents to be filed shall file with the SEC in connection a Tender Offer Statement on Schedule TO with the transactions contemplated hereby, including any amendment or supplement respect to such documents, shall, on the respective dates the Offer Documents(together with all amendments, supplements, and exhibits thereto, the “Schedule 14D- 9 TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and the documents attached as exhibits thereto, together with any other documents to be amendments and supplements thereto, the “Offer Documents”). Parent and M▇▇▇▇▇ Sub agree that they shall cause the Offer Documents filed by either Parent or Merger Sub with the SEC to (i) comply in connection all material respects with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given to the Company's stockholders, as the case may be, Exchange Act and other applicable Law; and (ii) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, neither however, that no covenant is made by Parent nor Acquisition or Merger Sub makes any representation or warranty with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company as reasonably requested by P▇▇▇▇▇ and Merger Sub and required by the Exchange Act and applicable Law to be set forth in the Offer Documents. Parent and M▇▇▇▇▇ Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and on SEDAR+ and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act and other applicable Law. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and M▇▇▇▇▇ Sub further agree to take all steps necessary to cause the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneysas so corrected (if applicable), financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time to be filed with the SEC, at the time mailed SEC and on SEDAR+ and disseminated to the Company's stockholders, at the time stockholders of the Stockholders' Meeting or at Company, in each case as and to the Effective Time, contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the provisions of by the Exchange Act and other applicable Law. Parent and Merger Sub shall promptly notify, and in any event within twenty-four (24) hours, the rules Company upon the receipt of any comments from the SEC received by P▇▇▇▇▇, Merger Sub or their legal counsel, or any request from the SEC for amendments or supplements, to the Offer Documents, and regulations thereundershall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand, and, if applicable, a description of any oral comments. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, and so long as there has been no Company Adverse Recommendation Change, and except with respect to any amendments filed in connection with a Takeover Proposal or a Company Adverse Recommendation Change, Parent and Merger Sub shall (i) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response; (ii) consult with the Company regarding such Offer Documents or response prior to any such filing or to responding thereto; and (iii) and give reasonable consideration in good faith to any such comments of the Company.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Subject to the accuracy of the representations of Parent in Section 4.04: (a) Neither the Offer Documents, Schedule 14D-9 nor any of the information provided or to be provided supplied by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically the Company for use inclusion in the Offer Documents will, at the times the Schedule 14D-9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby14D-9, including any amendment or supplement to such documents, shall, on the respective dates the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby Documents or any amendments or supplements or amendments thereto are filed with the SEC or on the date are first published, sent or given to stockholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or 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. . (b) In the event a Stockholders' Meeting (as hereinafter defined) is held, neither the proxy statement to be sent to the stockholders of the Company in connection with such Stockholders' Meeting or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "PROXY STATEMENT"), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company or at the time of the Stockholders' Meeting, contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. (c) Notwithstanding the foregoing, neither Parent nor Acquisition Sub the Company makes any no representation or warranty with respect to any information provided supplied by the Company Parent, Purchaser or by its auditors, attorneys, financial advisors any of Parent's or other consultants or advisors specifically Purchaser's representatives for use inclusion in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in foregoing documents. (d) The Schedule 14D-9 and the Proxy Statement shallStatement, at the time filed with the SECif applicable, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will shall comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents. Schedule 14D-9; Schedule 13E-3; Proxy ------------------------------------------------------ Statement. ------------------------------------------------ Neither the Offer Documents, nor any of the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and nor any other documents to be filed with information supplied by the SEC --------- Company for inclusion in connection with the transactions contemplated hereby, including any amendment Offer Documents or supplement to such documents, the Schedule 13E-3 shall, on at the respective dates times the Schedule 14D-9, the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby 13E-3 or any amendments or supplements or amendments thereto are filed with the SEC or on the date are first published, sent or given to shareholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding Neither the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect proxy statement to any information provided by be sent to the shareholders of the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in connection with the Offer Documents. None of Shareholders' Meeting (as hereinafter defined) nor the information provided by Parent statement to be sent to such shareholders, as appropriate (such proxy statement or Acquisition Sub information statement, as amended or by their auditorssupplemented, attorneysbeing referred to herein as the "Proxy Statement"), financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with date the SEC, at the time Proxy --------------- Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company's stockholders, at the time of the StockholdersShareholders' Meeting Meeting, be false or at the Effective Timemisleading with respect to any material fact, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein 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 Shareholders' 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 Offer Documents will Schedule 14D-9 and the Proxy Statement shall comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14D-2), BRF and Merger Sub shall (i) file with the SEC, in accordance with Exchange Act Rule 14D-3, a Tender Offer Statement on Schedule 14D-9TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the “Offer Documents”); Proxy Statement. ------------------------------------------------ Neither (ii) jointly with the Company file with the SEC, in accordance with Exchange Act Rule 13E-3, a Transaction Statement on Schedule 13E-3 with respect to the Transactions (such Schedule 13E-3 and documents, together with any exhibits, supplements or amendments thereto, the “Schedule 13E-3”) that will contain or incorporate by reference the Offer Documents, nor any of ; and (iii) cause the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents and Schedule 14D-9 13E-3 and any other related documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish BRF and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and the Schedule 13E-3 and all other information concerning the Company and its stockholders as reasonably requested by BRF and Merger Sub for inclusion in the Offer Documents and Schedule 13E-3 and, unless previously withdrawn in accordance with Section 5.02(d) or Section 5.02(e), shall allow BRF and Merger Sub to include the Board Recommendation in the Offer Documents and the Schedule 13E-3. BRF and Merger Sub shall cause the Offer Documents and the Schedule 13E-3 to comply in all material respects with the requirements of Applicable Law and, on the date first 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, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given to the Company's stockholdersholders of Shares, as the case may be, not 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 therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition except that no covenant is made by BRF or Merger Sub makes any representation or warranty with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents or the Schedule 13E-3. Each of BRF, Merger Sub and the Company shall promptly correct any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically it for use in the Offer Documents. None Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of BRF and Merger Sub shall take all steps necessary to amend or supplement the information provided by Parent Offer Documents and to cause the Offer Documents as so amended or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time supplemented to be filed with the SEC, at the time mailed SEC and disseminated to the Company's stockholdersholders of Shares, at in each case, as and to the time extent required by Applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and the Schedule 13E-3 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Stockholders' Meeting Company, and BRF and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. BRF and Merger Sub shall (A) provide the Company and its counsel any written comments that BRF, Merger Sub or at their counsel may receive from the Effective Time, contain any untrue statement SEC or its staff with respect to the Offer Documents or the Schedule 13E-3 promptly after the receipt of a material fact or omit to state such comments (and shall give the Company and its counsel prompt telephonic notice of any material fact required discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to be stated therein or necessary in order review and comment upon the proposed responses to make any such comments and a copy of any proposed written responses thereto prior to the statements therein in light filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. BRF and Merger Sub shall respond promptly to any comments of the circumstances under which they are made, not misleading. The SEC or its staff with respect to the Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderDocuments.

Offer Documents. Schedule PROXY STATEMENT; SCHEDULE 14D-9; Proxy Statement. ------------------------------------------------ Neither the Offer Documents, Documents nor any of information supplied by DCNA or the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically Purchaser for use inclusion in the Schedule 14D-9 and any other documents to be filed with the SEC in connection with the transactions contemplated herebywill, including any amendment or supplement to such documents, shall, on at the respective dates times the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby 14D-9, or any amendments or supplements or amendments thereto thereto, are filed with the SEC or on the date are first published, sent or given to stockholders of the Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any The information provided supplied by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically DCNA for use in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use inclusion in the Proxy Statement shallwill not, at on the time filed with date the SEC, at the time Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not 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 Special Meeting which shall have become false or misleading. The Offer Documents will (including the Schedule TO) 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 or any amendment or supplement thereto. The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents. Schedule 14D-9; and Proxy Statement. ------------------------------------------------ Neither the Offer Documents, nor any ---------------------------------------------------- (i) None of the information provided supplied or to be provided supplied by Parent or Acquisition Sub on behalf of the Company or their auditors, attorneys, financial advisors or other consultants or advisors specifically any affiliate of the Company for use inclusion in the Schedule 14D-9 and any other Offer Documents will, at the times such 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, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given and are mailed to shareholders 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 therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shallThe Schedule 14D-9 will not, at the time the Schedule 14D-9 is filed with the SEC, SEC and at the time mailed all times prior to the Company's stockholders, at the time purchase of the Stockholders' Meeting or at Company Common Shares by Purchaser pursuant to the Effective TimeOffer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied in writing by Parent, Purchaser or an affiliate of Parent or Purchaser expressly for inclusion in the Offer Documents. The Offer Documents Schedule 14D-9 will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder. (ii) The letter to shareholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, that may be provided to shareholders of the Company in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith (collectively, the "Proxy Statement") will not, at the time the Proxy Statement is first mailed and at the time of the Special Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied in writing by Parent, Purchaser or any affiliate of Parent or Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

Offer Documents. As promptly as practicable on the Commencement Date, Parent shall, and shall cause Purchaser to, (a) file with the SEC a combined Tender Offer Statement on Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (such Combined Schedule TO and Schedule 13e-3 and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, the “Offer Documents”), nor any (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, including all exhibits thereto, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act, (c) give telephonic notice of the information provided or required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (d) cause the Offer Documents to be disseminated to holders of the Company Securities in accordance with Rule 14d-4 under the Exchange Act. Parent agrees that it shall cause the Offer Documents filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and other applicable Law. Each of Parent and the Company agrees, within a reasonable period of time, to respond to any comments of the SEC or its staff and to correct any information provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically it for use in the Schedule 14D-9 Offer Documents if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any other documents material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected 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 and the Offer Documents, the Schedule 14D- 9 and any other documents Documents as so corrected to be filed with disseminated to holders of Company Securities, in each case as and to the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with extent required by applicable Law, by the SEC or on the date first publishedits staff, sent or given to 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 therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information provided by the Company or by NYSE. The Company, its auditors, attorneysoutside legal counsel, financial advisors or and other consultants or advisors specifically for use in representatives shall be given a reasonable opportunity to review and comment on the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the Documents each time before any such document is filed with the SEC, at and Parent shall give reasonable and good faith consideration to any comments made by the time mailed Company, its outside legal counsel, financial advisors and other representatives. Parent agrees to provide, and to cause Purchaser to provide, the Company, its outside legal counsel, financial advisors and other representatives with (i) any oral or written comments or other communications that Parent or Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning the Company and its Subsidiaries and the Company's stockholders’s shareholders (to the extent known by the Company) that may be required in connection with any action contemplated by this Section 3.2.8, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact including such information required by applicable Law to be stated therein or necessary set forth in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderDocuments.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither As promptly as practicable on the Offer Documents, nor Commencement Date (subject to (i) the Company having timely provided any of the information provided or required to be provided by Parent or Acquisition Sub or their auditorsit pursuant to Sections 1.1(e) and 1.2(b) and (ii) the Company being prepared, attorneysin accordance with Section 1.2(a), financial advisors or other consultants or advisors specifically for use in to file with the SEC, and to disseminate to holders of Shares, the Schedule 14D-9 promptly thereafter on the Offer Commencement Date), Parent and Purchaser shall (i) file with the SEC a tender offer statement on Schedule TO with respect to the Offer (together with any other exhibits, amendments or supplements thereto, the “Offer Documents”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares as and to the extent required by applicable Legal Requirements. Parent and Purchaser agree that they shall cause the Offer Documents filed by either Parent or Purchaser with the SEC (x) to comply in connection all material respects with the transactions contemplated hereby, including any amendment or supplement Exchange Act and other applicable Legal Requirements and (y) to such documents, shall, on the respective dates the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given to the Company's stockholders, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, neither however, that no covenant is made by Parent nor Acquisition Sub makes any representation or warranty Purchaser with respect to information supplied by or on behalf of the Acquired Corporations for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Purchaser and the Company agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable Legal Requirements. The Company consents to the inclusion of the Company Board Recommendation in the Offer Documents. None The Company shall promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(e). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any response to any comments (including oral comments) of the information provided by Parent SEC or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in its staff with respect thereto) prior to the Proxy Statement shall, at the time filed filing thereof with the SEC, at and Parent and Purchaser shall give reasonable and good faith consideration to any such comments made by the time mailed Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the provisions promptly after receipt of the Exchange Act and the rules and regulations thereunderthose comments (including oral comments).

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

Offer Documents. Schedule 14D-9; Proxy 14D-1 and Proxy/Information Statement. ------------------------------------------------ Neither The --------------------------------------------------------------- Offer will be conducted in accordance with the applicable provisions, and rules and regulations of the Commission, under the Exchange Act. The documents pursuant to which the Offer will be made, including a Tender Offer Statement on Schedule 14D-1 and Offer to Purchase and related letter of transmittal (collectively, the "Offer Documents"), nor any of will comply in all material respects with the information provided or to be provided by Parent or Acquisition Sub or their auditorsExchange Act, attorneys, financial advisors or other consultants or advisors specifically for use in and the Schedule 14D-9 rules and regulations thereunder and any other documents applicable laws. If at any time prior to the expiration or termination of the Offer any event occurs which should be filed with the SEC described in connection with the transactions contemplated hereby, including any an amendment or supplement to such documentsthereto, shallSub will file and disseminate, on as required, an amendment or supplement which complies in all material respects with the respective dates Exchange Act and the Offer Documents, the Schedule 14D- 9 rules and regulations thereunder and any other documents applicable laws. The Company and its counsel shall be given a reasonable opportunity to be filed review and comment upon the Offer Documents prior to their filing with the SEC Commission. The Company agrees that any information supplied by the Company for inclusion in connection with the transactions contemplated hereby or any supplements or amendments thereto Offer Documents will not, at the time the Offer Documents are filed with the SEC or on the date first published, sent or given to the Company's stockholders, as the case may be, contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to The Company will promptly correct any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically it for use inclusion in the Offer Documents. None of Documents if and to the extent that such information provided by becomes false or misleading in any material respect, and Parent or Acquisition and Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in will take all steps necessary to cause the Proxy Statement shall, at the time Offer Documents as so corrected to be filed with the SEC, at the time mailed Commission and as so corrected to be disseminated to the Company's stockholders, at in each case as and to the time extent required by the Exchange Act. The information supplied or to be supplied by Parent and Sub for inclusion in the proxy or information statement, as applicable, to be prepared in connection with the Merger, if required (the "Proxy/Information Statement") and the Schedule 14D-9 of the Stockholders' Meeting Company will not, as of the date of such Proxy/Information Statement or at the Effective TimeSchedule 14D-9, as applicable, 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 made, in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as Parent and Sub each agrees to form promptly correct any information provided by it in all material respects with the provisions Proxy/Information Statement and the Schedule 14D-9 of the Exchange Act Company, as applicable, if and to the rules and regulations thereunderextent that such information becomes false or misleading in any material respect.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither the Offer Documents, nor any of the The information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use included in the Schedule 14D-9 and any other documents to be filed with information supplied by the SEC Company in connection with writing expressly for inclusion or incorporation by reference in the transactions contemplated herebyOffer Documents shall not, including any amendment or supplement to such documents, shall, on at the respective dates times the Schedule 14D-9, the Offer Documents, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby Documents or any amendments or supplements or amendments thereto are filed with the SEC or on the date are first published, sent or given to stockholders of the Company's stockholders, 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 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 they were it is made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation is false or warranty misleading with respect to any information provided by the Company or by its auditorsmaterial fact, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in light any earlier communication with respect to the solicitation of proxies for the circumstances under Stockholders Meeting which they are made, not 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 Offer Documents will Schedule l4D-9 and the Proxy Statement shall comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither All statements of material fact contained in the Offer Documents, nor any of the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 Documents (and any other documents to be filed with the SEC in connection with the transactions contemplated hereby, including any amendment or supplement thereto) are true and accurate, complete in all material respects and not misleading and there are no facts known or which on reasonable enquiry could have been known to such documents, shall, on any member of the respective dates Group and/or the Warrantors (or any of them) which are not disclosed in the Offer Documents, the Schedule 14D- 9 omission of which would make any statement therein misleading in any respect or which in the circumstances of the Offer are material for disclosure therein provided, however, that this representation and warranty shall not apply to any other documents to be filed statements or omissions made in reliance and conformity with the SEC information furnished in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given writing to the Company by a Hong Kong Underwriter. All expressions of opinion or intention therein (including but not limited to the statement regarding the sufficiency of working capital, use of proceeds, indebtedness, prospects, dividends, future plans and prospects, Company's stockholdersliquidity, as financial resources and capital structure, material contracts and litigation) are made after due and careful consideration and are and will be founded on bases and assumptions that are fair and reasonable and are and will be truly and honestly held by the case may be, contain Warrantors and there are no other facts known or which on reasonable enquiry could have been known to the Warrantors the omission of which would make any untrue such statement of a material fact or omit to state expression misleading in any material fact required to respect or which will or might be stated therein or necessary material in order to make the statements therein, in light context of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of as a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleadingwhole. The Offer Documents contain and, when each of them is issued, will contain all such information and particulars required to comply with all statutory and other provisions (including, without limitation, the Companies Law, the Companies Ordinance and the GEM Listing Rules) so far as applicable. The Prospectus contains all particulars and information reasonably necessary to form enable the Stock Exchange to asses the Company's suitability for listing and all information as investors would reasonably expect to find there for the purpose of to making an informed assessment of the assets and liabilities, financial position and prospects of the Group and its profits and losses and of the rights attaching to the Shares and there are no other facts the omission of which would make any statement in the Prospectus misleading in any material respect or which is in the context of the Hong Kong Offer as a whole material for disclosure. Taken as a whole, the Prospectus gives a view of the Group, including its prospects, which is reasonable and not misleading. All statements of fact in the section of the Prospectus headed "Risk Factors" are true and accurate in all material respects and each expression of opinion, belief and expectation in respect of that section is reasonable, truly and honestly held. The report prepared by the Company in respect of the adequacy of the Group's working capital has been properly compiled by the Company on the basis of the assumptions stated therein and is presented on a basis consistent with the provisions accounting principles and policies adopted by the Reporting Accountants in relation to the preparation of the Exchange Act accountants' report contained in Appendix I to the Prospectus after making proper provision for all known material liabilities (whether actual or contingent or otherwise); and the rules assumptions upon which the report are based are fair and regulations thereunderreasonable in the context of the Group and that there are no material facts known or which could on reasonable enquiry have been known to the Company or the Warrantors or the Directors which have not been taken into account in the preparation of the report and which could be expected to have a material impact thereon. The directors of the Company have made sufficient enquiries as to enable them to give the confirmations set out in their respective responsibility statements relating to the Hong Kong Offer.

Offer Documents. Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither the Offer Documents, nor any None of the information provided or to be provided by Parent or Acquisition Sub or their auditors, attorneys, financial advisors or other consultants or advisors specifically for use contained in the Schedule 14D-9 and any other documents to be 14D-9, the information statement, if any, filed with by the SEC Company in connection with the transactions contemplated herebyOffer pursuant to Rule 14f-1 under the Exchange Act (the "Information Statement"), including any related schedule required to be filed by the Company with the SEC or any amendment or supplement to such documentsthereto, shall, on at the respective dates the Offer Documents, the Schedule 14D- 9 and any other times such documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or on the date first published, sent or given to the Company's stockholders, as contain or will contain any untrue statement of a material fact or omit or will omit to state any material fact required to be stated therein or necessary in order to make the case may bestatements 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 Parent or Merger Sub specifically for inclusion in the Schedule 14D-9 or Information Statement or any schedule, 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 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 light of the circumstances under which they were made, not misleading. Notwithstanding If at any time prior to acceptance of the foregoingoffer and payment for the Shares by Merger Sub, neither Parent nor Acquisition Sub makes the Company shall obtain knowledge of any representation or warranty facts with respect to itself, any information provided by of its officers and directors that would require the Company supplement or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None amendment to any of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary foregoing documents in order to make the statements therein therein, in the light of the circumstances under which they are were made, not misleading. The Offer Documents will , 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 Parent shall advise the Company as to form in all material respects with the provisions its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the Exchange Act foregoing documents, the Company shall promptly amend or supplement such document as required and distribute the rules and regulations thereundersame to its stockholders.

Offer Documents. Schedule SCHEDULE 14D-9; Proxy StatementPROXY STATEMENT. ------------------------------------------------ Neither the Offer Documents, nor any of the information provided or to be provided by Parent or Acquisition Sub or and/or by their auditors, attorneyslegal counsel, financial advisors or other consultants or advisors specifically for 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, the Schedule 14D- 9 and any other documents to be filed with the SEC in connection with the transactions contemplated hereby 14D-9 or any supplements or amendments thereto are filed with the SEC Commission or on the date first published, sent or given to 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 therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information provided by the Company or and/or by its auditors, attorneyslegal counsel, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent or Acquisition Sub or and/or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SECCommission, at the time mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.