Common use of Offer Documents Clause in Contracts

Offer Documents. The information supplied by Parent or Acquisition Sub expressly for inclusion or incorporation by reference in the Schedule 14D-9 (and any amendment thereof or supplement thereto), will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration 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. The Offer Documents, and all amendments thereto, and any other document required to be filed with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders 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 any other applicable federal securities laws, as the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration 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, except that Parent and Acquisition Sub make no representation or warranty with respect to statements made in the Offer Documents or any other document filed or distributed by Parent or Acquisition Sub based on information furnished by or on behalf of the Company in writing expressly for inclusion therein.

Offer Documents. The Schedule 14D-9; Schedule 13E-3; Proxy ------------------------------------------------------ Statement. None of the information supplied by Parent or Acquisition Sub expressly the Company specifically for --------- inclusion or incorporation by reference in the Schedule 14D-9 (and 14D-9, the Offer Documents or the Schedule 13E-3 shall, at the respective times the Schedule 14D-9, the Offer Documents, the Schedule 13E-3 or any amendment thereof amendments or supplement thereto), will not, when supplements thereto are filed with the SECSEC or are first published, when distributed sent or disseminated given to shareholders of the Company’s stockholders, and at as the Expiration Datecase 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. The Offer Documents, and all amendments thereto, and any other document required Neither the proxy statement to be filed with the SEC or required to be distributed or otherwise disseminated sent to the Company’s stockholders shareholders of the Company in connection with the transactions contemplated herebyShareholders' Meeting (as hereinafter defined) nor the information statement to be sent to such shareholders, will comply as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to form in all material respects with herein as the provisions of Rule 14d-3 "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Exchange Act Company or any other applicable federal securities laws, as the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, time of the Shareholders' Meeting 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 made therein, in the light of the circumstances under which they were are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders' Meeting which shall have become materially incorrect or misleading. Notwithstanding the foregoing, except that Parent and Acquisition Sub make the Company makes no representation or and warranty with respect to statements made information supplied by Parent, Merger Subsidiary or any of their representatives which is contained in any of the foregoing documents or the Offer Documents or any other document filed or distributed by Parent or Acquisition Sub based on information furnished by or on behalf Documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Company in writing expressly for inclusion thereinExchange Act.

Offer Documents. The information supplied by Parent or Acquisition Sub expressly for inclusion or incorporation by reference in the Schedule 14D-9 (and any amendment thereof or supplement thereto), will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration 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. The Offer Documents, and all amendments thereto, and any other document required to be filed with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders 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 any other applicable federal securities laws, as the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration 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, except that Parent and Acquisition Sub make no representation or warranty with respect to statements made in the Offer Documents or any other document filed or distributed by Parent or Acquisition Sub based on information furnished by or on behalf of the Company in writing expressly for inclusion therein.

Offer Documents. The Schedule 14D-9; Proxy Statement. None of the Offer Documents nor any of the information supplied by Parent Falcon or Acquisition Sub expressly any of its Subsidiaries in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9 (shall, at each of the times the Offer Documents, the Schedule 14D-9, and any amendment thereof amendments or supplement thereto), will not, when supplements thereto are filed with the SECSEC and are first published, when distributed sent or disseminated given to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as the Company’s stockholders, and at the Expiration Datecase 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. The Offer Documentsinformation supplied in writing by Falcon specifically for inclusion in the Proxy Statement or Information Statement shall not, at each of the dates any such document (or any amendment or supplement thereto) is first mailed to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, with respect to the Information Statement at the time Shares are accepted for payment in the Offer, and all amendments thereto, and any other document required to be filed with the SEC or required to be distributed or otherwise disseminated respect to the Company’s stockholders in connection with Proxy Statement at the transactions contemplated hereby, will comply as to form in all material respects with the provisions of Rule 14d-3 time of the Exchange Act Stockholders' Meeting, be false or misleading with respect to any other applicable federal securities lawsmaterial fact, as the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration 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 the light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that Parent Falcon and Acquisition Sub make no representation or warranty with respect to statements made in any of the Offer Documents or any other document filed or distributed by Parent or Acquisition Sub foregoing documents based on information furnished supplied by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or on behalf any of its representatives. The Offer Documents shall comply in all material respects as to form with the applicable requirements of the Company in writing expressly for inclusion thereinExchange Act and the applicable rules and regulations thereunder.

Offer Documents. The Schedule 14D-9; Schedule 13E-3; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by Parent or Acquisition Sub expressly the Company for inclusion or incorporation by reference in the Offer Documents shall, at the respective times the Schedule 14D-9 (and any amendment thereof or supplement thereto), will not, when the Offer Documents are filed with the SECSEC or are first published, when distributed sent or disseminated given to shareholders of the Company’s stockholders, and at as the Expiration Datecase 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. The Offer Documents, and all amendments thereto, and any other document required Neither the proxy statement to be filed with the SEC or required to be distributed or otherwise disseminated sent to the Company’s stockholders shareholders of the Company in connection with the transactions contemplated herebyShareholders' Meeting nor the information statement to be sent to such shareholders, will comply as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to form in all material respects with herein as the provisions of Rule 14d-3 "Proxy Statement"), shall, at the date the Proxy Statement is first mailed to shareholders of the Exchange Act or any other applicable federal securities lawsCompany, as at the case may be, and will not, when filed with time of the SEC, when distributed or disseminated to the Company’s stockholders, Shareholders' Meeting and at the Expiration DateEffective 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 made therein, in light of the circumstances under which they were are made, not misleading, except that Parent and Acquisition Sub make no representation misleading or warranty necessary to correct any statement in any earlier communication with respect to statements made the solicitation of proxies for the Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the Offer Documents or any other document filed or distributed by Parent or Acquisition Sub based on information furnished by or on behalf requirements of the Company in writing expressly for inclusion thereinExchange Act and the rules and regulations thereunder.

Offer Documents. PROXY STATEMENT; SCHEDULE 14D-9. The information supplied by Parent or Acquisition Sub expressly for inclusion or incorporation by reference in the Schedule 14D-9 (and any amendment thereof or supplement thereto), will Offer Documents shall not, when at the time the Offer Documents are filed with the SECSEC or are first published, when distributed sent or disseminated given to shareholders of the Company’s stockholders, and at as the Expiration Datecase 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 made, not misleading. The Offer Documentsinformation supplied by Parent for inclusion in the Schedule 14D-9 and Proxy Statement, and all amendments theretoif any, and any other document required shall not, at the date first mailed to be filed with the SEC or required to be distributed or otherwise disseminated to shareholders of the Company’s stockholders 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 any other applicable federal securities laws, as the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Datetime of the Shareholders' Meeting, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not false or misleading, except that 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, Parent and Acquisition Sub Purchaser make no representation or warranty with respect to statements made any information supplied by the Company or any of its representatives for inclusion in any of the foregoing documents or the Offer Documents. The Offer Documents or any other document filed or distributed by Parent or Acquisition Sub based on information furnished by or on behalf shall comply in all material respects as to form with the requirements of the Company in writing expressly for inclusion thereinExchange Act and the rules and regulations thereunder.

Offer Documents. The None of the information contained in the Schedule 14D-9, the information statement, if any, filed by the Company in connection with the Offer pursuant to Rule 14f-1 under the Exchange Act (the "Information Statement"), any related schedule required to be filed by the Company with the SEC or any amendment or supplement thereto, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, 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 statements therein, in the light of the circumstances under which they are made, not misleading except that no representation is made by the Company with respect to information supplied by Parent or Acquisition Merger Sub expressly 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 Schedule 14D-9 (and any amendment thereof or supplement thereto)Offer Documents will, will not, when filed at the date of filing with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration 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. The Offer Documents, and all amendments thereto, and If at any other document required time prior to be filed with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated hereby, will comply as to form in all material respects with the provisions of Rule 14d-3 acceptance of the Exchange Act offer and payment for the Shares by Merger Sub, the Company shall obtain knowledge of any facts with respect to itself, any of its officers and directors that would require the supplement or amendment to any other applicable federal securities laws, as of the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, 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 made therein, in the light of the circumstances under which they were made, not misleading, except that Parent 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 Acquisition Sub make no representation or warranty with respect to statements made in the Offer Documents event Parent shall advise the Company as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any other document filed or distributed by Parent or Acquisition Sub based on information furnished by or on behalf of the foregoing documents, the Company in writing expressly for inclusion thereinshall promptly amend or supplement such document as required and distribute the same to its stockholders.

Offer Documents. The SCHEDULE 14D-9; PROXY STATEMENT. Neither the Offer Documents, nor any of the information supplied provided by Parent or Acquisition Sub expressly and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for inclusion or incorporation by reference use in the Schedule 14D-9 (and shall, on the respective dates the Offer Documents, the Schedule 14D-9 or any amendment thereof supplements or supplement thereto), will not, when amendments thereto are filed with the SECCommission or on the date first published, when distributed sent or disseminated given to the Company’s 's stockholders, and at as the Expiration Datecase 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 made, not misleading. The Notwithstanding the foregoing, neither Parent nor Acquisition makes any representation or warranty with respect to any information provided by the Company and/or by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Offer Documents. None of the information provided by Parent or Acquisition and/or by their auditors, and all amendments theretoattorneys, and any financial advisors or other document required to be consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC or required to be distributed or otherwise disseminated Commission, at the time mailed to the Company’s stockholders 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 any other applicable federal securities laws, as the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s 's stockholders, and or at the Expiration DateEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, except that Parent and Acquisition Sub make no representation or warranty with respect to statements made in the . The Offer Documents or any other document filed or distributed by Parent or Acquisition Sub based on information furnished by or on behalf will comply as to form in all material respects with the provisions of the Company in writing expressly for inclusion thereinExchange Act and the rules and regulations thereunder.

Offer Documents. The information supplied by Parent or Acquisition Sub expressly for inclusion or incorporation by reference in the Schedule 14D-9 (and any amendment thereof or supplement thereto), will not, when filed with the SEC, when distributed or disseminated to the Company’s 's stockholders, and at the Expiration 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. The Offer Documents, and all amendments thereto, and any other document required to be filed with the SEC or required to be distributed or otherwise disseminated to the Company’s '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 any other applicable federal securities laws, as the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s 's stockholders, and at the Expiration 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, except that Parent and Acquisition Sub make no representation or warranty with respect to statements made in the Offer Documents or any other document filed or distributed by Parent or Acquisition Sub based on information furnished by or on behalf of the Company in writing expressly for inclusion therein.

Offer Documents. (a) The Schedule TO and the Offer Documents, when filed, distributed or disseminated, as applicable, and any amendments or supplements thereto, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such Filing or the filing of any amendment or supplement thereto, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not 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 were made, not misleading. (b) The information supplied by with respect to Parent or Acquisition Sub expressly and any of its Subsidiaries that Parent supplies to the Company specifically for inclusion use (or incorporation by reference reference) in the Schedule 14D-9 (and any amendment thereof or supplement thereto), Company Disclosure Document will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Offer Documents, and all amendments thereto, and any other document required to be filed with misleading at the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated hereby, will comply as to form in all material respects with the provisions of Rule 14d-3 time of the Exchange Act filing of such Company Disclosure Document or any other applicable federal securities laws, as the case may be, and will not, when filed with the SEC, when distributed supplement or disseminated to the Company’s stockholders, amendment thereto and at the Expiration Date, contain time of any untrue statement of a material fact distribution or omit to state any material fact required to be stated therein or necessary dissemination thereof. (c) The representations and warranties contained in order to make the statements made therein, in light of the circumstances under which they were made, this ‎Section 4.10 will not misleading, except that Parent and Acquisition Sub make no representation or warranty with respect apply to statements made or omissions included or incorporated by reference in the Schedule TO, the Offer Documents or any other document filed or distributed by the Schedule 14D-9 based upon information supplied to Parent or Acquisition Merger Sub based on information furnished by the Company or on its behalf of the Company in writing expressly specifically for inclusion use or incorporation by reference therein.

Offer Documents. The SCHEDULE 14D-9; PROXY STATEMENT. Neither the Offer Documents, nor any of the information supplied provided by Parent or Acquisition Sub expressly and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for inclusion or incorporation by reference use in the Schedule 14D-9 (and shall, on the respective dates the Offer Documents, the Schedule 14D-9 or any amendment thereof supplements or supplement thereto), will not, when amendments thereto are filed with the SECSEC or on the date first published, when distributed sent or disseminated given to the Company’s 's stockholders, and at as the Expiration Datecase 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 made, not misleading. The Notwithstanding the foregoing, neither Parent nor Acquisition makes any representation or warranty with respect to any information provided by the Company or by its auditors, legal counsel, financial advisors or other consultants or advisors in writing specifically for use in the Offer Documents, and all amendments thereto, and any other document required to be filed with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated hereby, will comply as to form in all material respects with the provisions of Rule 14d-3 . None of the Exchange Act information provided by Parent or any Acquisition or by their auditors, attorneys, financial advisors or other applicable federal securities lawsconsultants or advisors specifically for use in the Proxy Statement shall, as at the case may be, and will not, when time filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration 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 Under which they were are made, not misleading, except that Parent and Acquisition Sub make no representation or warranty with respect to statements made in the . The Offer Documents or any other document filed or distributed by Parent or Acquisition Sub based on information furnished by or on behalf will comply as to form in all material respects with the provisions of the Company in writing expressly for inclusion thereinExchange Act and the rules and regulations thereunder.