Common use of Offer Documents Clause in Contracts

Offer Documents. Schedule 14D-9; Proxy Statement. None of the Offer Documents nor any of the information supplied by Falcon or any of its Subsidiaries in writing specifically for inclusion in the Schedule 14D-9 shall, at each of the times the Offer Documents, the Schedule 14D-9, and any amendments or supplements thereto are filed with the SEC and are first published, sent or given to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 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 with respect to the Proxy Statement at the time of the Stockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Falcon and Sub make no representation or warranty with respect to any of the foregoing documents based on information supplied by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of its representatives. The Offer Documents shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder.

Offer Documents. Schedule 14D-9; Schedule 13E-3; Proxy ------------------------------------------------------ Statement. None of the Offer Documents nor any of the information supplied by Falcon or any of its Subsidiaries in writing the Company specifically for --------- inclusion in the Schedule 14D-9 14D-9, the Offer Documents or the Schedule 13E-3 shall, at each of the respective times the Schedule 14D-9, the Offer Documents, the Schedule 14D-9, and 13E-3 or any amendments or supplements thereto are filed with the SEC and or are first published, sent or given to stockholders shareholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Neither the proxy statement to be sent to the shareholders of the Company in connection with the Shareholders' Meeting (as hereinafter defined) nor the information supplied in writing by Falcon specifically for inclusion in statement to be sent to such shareholders, 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 Information Statement shall not, at each of the dates any such document (or any amendment or supplement thereto) is first mailed to stockholders shareholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, with respect to the Information Statement at the time Shares are accepted for payment in the Offer, and with respect to the Proxy Statement Company or at the time of the StockholdersShareholders' Meeting, be false or misleading Meeting contain any untrue statement with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders' Meeting which shall have become materially incorrect or misleading. Notwithstanding the foregoing, Falcon and Sub make the Company makes no representation or 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 based on information supplied by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of its representativesthe Offer Documents. The Offer Documents Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunderAct.

Offer Documents. Schedule SCHEDULE 14D-9; Proxy StatementPROXY STATEMENT. None Neither the Schedule 14D-9 nor any information supplied by or on behalf of the Company to Parent for purposes of inclusion in the Offer Documents nor any of (including, without limitation, information incorporated by reference to documents filed by the information supplied by Falcon or any of its Subsidiaries in writing specifically for inclusion in Company with the Schedule 14D-9 SEC) shall, at each of the times the Offer Documents, the Schedule 14D-9, and the Offer Documents or any amendments or supplements thereto are filed with the SEC and or are first published, sent or given to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information supplied in writing by Falcon specifically for inclusion in 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 Information Statement shall not, at each of the dates any such document (or any amendment or supplement thereto) is first mailed to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company, with respect to the Information Statement at the time Shares are accepted for payment in the Offer, and with respect to the Proxy Statement at the time of the Stockholders' MeetingMeeting and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or otherwise omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, Falcon and Sub make the Company makes no representation or warranty with respect to any of the foregoing documents based on information supplied by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Parent, Merger Sub or any of its representativesParent's or Merger Sub's representatives for inclusion in the foregoing documents. The Offer Documents Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder.

Offer Documents. Schedule 14D-9; Proxy Statement. None of the Schedule 14D-9, the information statement, if any, filed by the Company in connection with the Offer Documents nor pursuant to Rule 14f-1 under the Exchange Act (the "Information Statement"), any schedule required to be filed by the Company with the Commission or any amendment or supplement thereto, at the respective times 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 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 Falcon the Parent or any of its Subsidiaries in writing Merger Subsidiary specifically for inclusion in the Schedule 14D-9 shall, at each or Information Statement or any amendment or supplement. None of the times information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, at the Schedule 14D-9, and any amendments or supplements thereto time such documents are filed with the SEC and are Commission, or first published, sent or given to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company's stockholders, as the case may be, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time the Company shall obtain knowledge of any facts with respect to itself, any of its officers and directors or any of its Subsidiaries that would require the supplement or amendment to the Schedule 14D-9 or the information supplied by the Company for inclusion or incorporation by reference in the Offer Documents in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The information supplied in writing by Falcon specifically for inclusion in the Proxy Statement , or Information Statement shall notto comply with applicable laws, at each of the dates any such document (or any amendment or supplement thereto) is first mailed shall be promptly filed with the Commission and, as required by applicable law, disseminated to the stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company, with respect to the Information Statement at the time Shares are accepted for payment and in the Offer, and with respect event Parent shall advise the Company as to the Proxy Statement at the time its obtaining knowledge of the Stockholders' Meeting, be false any facts that would make it necessary to supplement or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Falcon and Sub make no representation or warranty with respect to amend any of the foregoing documents based on information supplied by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ documents, the Company shall promptly amend or any of supplement such document as required and distribute the same to its representatives. The Offer Documents shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunderstockholders.

Offer Documents. Schedule 14D-9; Proxy Statement. None of Each document required to be filed by the Offer Documents nor any of Company with the information supplied by Falcon or any of its Subsidiaries SEC in writing specifically for inclusion in connection with the Offer, including the Schedule 14D-9 shall, at each of (the times the Offer “Company Disclosure Documents, the Schedule 14D-9”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto are filed with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first publisheddistributed or otherwise disseminated to the Company’s stockholders, sent or given to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The information 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 Company that the time Shares are accepted Company furnishes to Parent or Acquisition Sub specifically for payment use in the OfferOffer Documents, and with respect to the Proxy Statement at the time of the Stockholders' Meetingfiling of and at the time of any distribution or dissemination of the Offer Documents, be false or misleading with respect to will not contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing, Falcon and Sub make the Company makes no representation or warranty with respect to any of the foregoing documents statements made or incorporated by reference therein based on information supplied by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or on behalf of Parent or Parent or Acquisition Sub (or any of its representatives. The Offer Documents shall comply their Affiliates) for inclusion or incorporation by reference in all material respects as to form with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunderCompany Disclosure Documents.

Offer Documents. Schedule 14D-9; Schedule 13E-3; ------------------------------------------------ Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied --------------- by the Company for inclusion in the Offer Documents nor any of the information supplied by Falcon or any of its Subsidiaries in writing specifically for inclusion in the Schedule 14D-9 13E-3 shall, at each of the respective times the Schedule 14D-9, the Offer Documents, the Schedule 14D-9, and 13E-3 or any amendments or supplements thereto are filed with the SEC and or are first published, sent or given to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) nor the information supplied in writing by Falcon specifically for inclusion in 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 Information Statement shall not, at each of the dates any such document (or any amendment or supplement thereto) is first mailed to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company, with respect to the Information Statement at the time Shares are accepted for payment in the Offer, and with respect to the Proxy Statement at the time of the Stockholders' MeetingMeeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Falcon and Sub make no representation misleading or warranty necessary to correct any statement in any earlier communication with respect to any the solicitation of proxies for the foregoing documents based on information supplied by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Stockholders' Meeting which shall have become false or any of its representativesmisleading. The Offer Documents Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the applicable 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 14D-1 and Proxy/Information Statement. None 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"), will comply in all material respects with the Exchange Act, and the rules and regulations thereunder and any other applicable laws. If at any time prior to the expiration or termination of the Offer any event occurs which should be described in an amendment or supplement thereto, Sub will file and disseminate, as required, an amendment or supplement which complies in all material respects with the Exchange Act and the rules and regulations thereunder and any other applicable laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents nor prior to their filing with the Commission. The Company agrees that any of the information supplied by Falcon or any of its Subsidiaries in writing specifically the Company for inclusion in the Schedule 14D-9 shallOffer Documents will not, at each of the times time the Offer Documents, the Schedule 14D-9, and any amendments or supplements thereto are filed with the SEC and Documents are first published, sent or given to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as the case may beCompany's stockholders, contain any an 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. The Company will promptly correct any information provided by it for inclusion in the Offer Documents if and to the extent that such information becomes false or misleading in any material respect, and Parent and Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the Commission and as so corrected to be disseminated to the Company's stockholders, in each case as and to the 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 Company will not, as of the date of such Proxy/Information Statement or Schedule 14D-9, as applicable, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made thereinmade, in the light of the circumstances under which they are made, not misleading. The Parent and Sub each agrees to promptly correct any information supplied in writing provided by Falcon specifically for inclusion it in the Proxy Statement or Proxy/Information Statement shall not, at each and the Schedule 14D-9 of the dates any such document (or any amendment or supplement thereto) is first mailed to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Company, with respect as applicable, if and to the Information Statement at the time Shares are accepted for payment in the Offer, and with respect to the Proxy Statement at the time of the Stockholders' Meeting, be extent that such information becomes false or misleading with respect to in any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Falcon and Sub make no representation or warranty with respect to any of the foregoing documents based on information supplied by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of its representatives. The Offer Documents shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunderrespect.

Offer Documents. Schedule 14D-9; Schedule 13E-3; Proxy ------------------------------------------------------ Statement. None of Neither the Offer Documents Schedule 14D-9 nor any of the information supplied by Falcon or any of its Subsidiaries in writing specifically the --------- Company for inclusion in the Offer Documents or the Schedule 14D-9 13E-3 shall, at each of the respective times the Schedule 14D-9, the Offer Documents, the Schedule 14D-9, and 13E-3 or any amendments or supplements thereto are filed with the SEC and or are first published, sent or given to stockholders shareholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Neither the proxy statement to be sent to the shareholders of the Company in connection with the Shareholders' Meeting (as hereinafter defined) nor the information supplied in writing by Falcon specifically for inclusion in statement to be sent to such shareholders, 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 Information Statement shall not, at each of the dates any such document (or any amendment or supplement thereto) is first mailed to stockholders shareholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company, with respect to the Information Statement at the time Shares are accepted for payment in the Offer, and with respect to the Proxy Statement at the time of the StockholdersShareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, Falcon and Sub make the Company makes no representation or 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 based on information supplied by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of its representativesthe Offer Documents. The Offer Documents Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder.

Offer Documents. Schedule 14D-9; Proxy Statement. None of the information contained in the Schedule 14D-9, the information statement, if any, filed by the Company in connection with the Offer Documents nor 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 Falcon Parent or any of its Subsidiaries in writing Merger Sub specifically for inclusion in the Schedule 14D-9 shallor 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 each the date of the times the Offer Documents, the Schedule 14D-9, and any amendments or supplements thereto are filed filing with the SEC and are first published, sent or given to stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to acceptance of the 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 of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The information supplied in writing by Falcon specifically for inclusion in the Proxy Statement , or Information Statement shall notto comply with applicable Laws, at each of the dates any such document (or any amendment or supplement thereto) is first mailed shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Company, with respect to the Information Statement at the time Shares are accepted for payment and in the Offer, and with respect event Parent shall advise the Company as to the Proxy Statement at the time its obtaining knowledge of the Stockholders' Meeting, be false any facts that would make it necessary to supplement or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Falcon and Sub make no representation or warranty with respect to amend any of the foregoing documents based on information supplied by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ documents, the Company shall promptly amend or any of supplement such document as required and distribute the same to its representatives. The Offer Documents shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunderstockholders.