Common use of Proxy Statement and Other SEC Filings Clause in Contracts

Proxy Statement and Other SEC Filings. None of the information to be supplied by the Company or any of its subsidiaries for inclusion in the Proxy Statement at the time of the mailing thereof, or any Registration Statement or related filing to be made by Parent, or any amendment or supplement thereto at the time of final filing thereof or any amendment or supplement thereto with the SEC, and at the time of the Special Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply in all material respects with all applicable laws, including, but not limited to, the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to information supplied by Parent, Merger Subsidiary or any stockholder of Parent for inclusion therein.

Proxy Statement and Other SEC Filings. None of the information to be supplied by the Company or any of its subsidiaries for inclusion in (i) the Proxy Statement at the time of the mailing thereof, or any Registration Statement or related filing to be made by Parent, thereof or any amendment or supplement thereto thereto, or (ii) the Transaction Statement at the time of final filing thereof or any amendment or supplement thereto with the SEC, and and, in each case, at the time of the Special Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply in all material respects with all applicable laws, including, but not limited to, the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to information supplied by Parent, Merger Subsidiary or any stockholder of Parent for inclusion therein.

Proxy Statement and Other SEC Filings. None of the ------------------------------------------- information to be supplied by the Company or any of its subsidiaries for inclusion in (i) the Proxy Statement at the time of the mailing thereof, or any Registration Statement or related filing to be made by Parent, thereof or any amendment or supplement thereto thereto, or (ii) the Transaction Statement at the time of final filing thereof or any amendment or supplement thereto with the SEC, and and, in each case, at the time of the Special Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply in all material respects with all applicable laws, including, but not limited to, the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to information supplied by Parent, Merger Subsidiary or any stockholder of Parent for inclusion therein.

Proxy Statement and Other SEC Filings. None of the ------------------------------------- information to be supplied by the Company or any of its subsidiaries for inclusion in (i) the Proxy Statement at the time of the mailing thereof, or any Registration Statement or related filing to be made by Parent, thereof or any amendment or supplement thereto thereto, or (ii) the Transaction Statement at the time of final filing thereof or any amendment or supplement thereto with the SEC, and and, in each case, at the time of the Special Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply in all material respects with all applicable laws, including, but not limited to, the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to information supplied by Parent, Merger Subsidiary or any stockholder of Parent for inclusion therein.