Common use of Proxy Statement/Information Statement Clause in Contracts

Proxy Statement/Information Statement. If required pursuant to Section 7.9 hereof, the proxy statement on Schedule 14A (or, if the stockholder approval of the Company for the transactions contemplated by this Agreement is to be obtained by written consent in lieu of a meeting, then the information statement on Schedule 14C) to be filed and mailed to the stockholders of the Company will not, on the date the proxy or information statement, as applicable (or any amendment thereof or supplement thereto), is first mailed to stockholders, at the time of the stockholders' meeting to approve the transactions contemplated hereby, or at the Closing, 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; or 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 has become false or misleading. The proxy or information statement, as the case may be, shall comply with the requirements of the 1934 Act and the rules and regulations thereunder.

Proxy Statement/Information Statement. If required pursuant ------------------------------------- to Section 7.9 hereof, the proxy statement on Schedule 14A (or, if the ----------- stockholder approval of the Company for the transactions contemplated by this Agreement is to be obtained by written consent in lieu of a meeting, then the information statement on Schedule 14C) to be filed and mailed to the stockholders of the Company will not, on the date the proxy or information statement, as applicable (or any amendment thereof or supplement thereto), is first mailed to stockholders, at the time of the stockholders' meeting to approve the transactions contemplated hereby, or at the Closing, 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; or 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 has become false or misleading. The proxy or information statement, as the case may be, shall comply with the requirements of the 1934 Act and the rules and regulations thereunder.