Common use of Proxy Statement; Offer Documents Clause in Contracts

Proxy Statement; Offer Documents. All information included in -------------------------------- the Proxy Statement (as defined in Section 5.3) furnished by Purchaser will not, at the date of mailing of the Proxy Statement to the stockholders of the Company, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which made, not misleading. Neither the Offer Documents (as defined in Section 7.7)nor any of the information supplied by Purchaser for inclusion in the Schedule 14D-9 shall, at the respective times such Offer Documents and Schedule 14D-9 are filed with the SEC or are first published, sent or given to shareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference 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, Purchaser makes no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents. The Schedule 14D-1 will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Proxy Statement; Offer Documents. All information included in -------------------------------- the The Proxy Statement described in Section 5.3, including any amendments or supplements thereto, shall not, at the time filed with the SEC, as of the date mailed to the Company's stockholders or at the time of the Stockholders Meeting (as defined in Section 5.3) furnished by Purchaser will not, at the date of mailing of the Proxy Statement to the stockholders of the Company5.2), contain any untrue statement of a material fact or omit to state a 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. Neither the Schedule 14D-9 (as defined in Section 7.8), nor any of the information supplied by the Company for inclusion in the Offer Documents (as defined in Section 7.7)nor any of the information supplied by Purchaser for inclusion in the Schedule 14D-9 7.7), shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Purchaser the Company makes no representation or warranty with respect to any information supplied provided by the Company or any of its representatives which is contained Purchaser specifically for use in the Offer DocumentsProxy Statement or the Schedule 14D-9. The Proxy Statement and the Schedule 14D-1 14D-9 will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Proxy Statement; Offer Documents. All information included in -------------------------------- the The Proxy Statement -------------------------------- described in Section 5.3, including any amendments or supplements thereto, shall not, at the time filed with the SEC, as of the date mailed to the Company's stockholders or at the time of the Stockholders Meeting (as defined in Section 5.3) furnished by Purchaser will not, at the date of mailing of the Proxy Statement to the stockholders of the Company5.2), contain any untrue statement of a material fact or omit to state a 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. Neither the Schedule 14D-9 (as defined in Section 7.8), nor any of the information supplied by the Company for inclusion in the Offer Documents (as defined in Section 7.7)nor any of the information supplied by Purchaser for inclusion in the Schedule 14D-9 7.7), shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Purchaser the Company makes no representation or warranty with respect to any information supplied provided by the Company or any of its representatives which is contained Purchaser specifically for use in the Offer DocumentsProxy Statement or the Schedule 14D-9. The Proxy Statement and the Schedule 14D-1 14D-9 will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Proxy Statement; Offer Documents. All The proxy statement to be sent to the Stockholders in connection with a meeting of the Stockholders to consider the Merger (the "Company Stockholders Meeting") or the information included in -------------------------------- statement to be sent to the Stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement (as defined in Section 5.3) furnished by Purchaser will notStatement"), at the date of mailing mailed to the Stockholders and at the time of the Proxy Statement to Company Stockholders Meeting (i) will comply in all material respects with the stockholders applicable requirements of the Company, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make Exchange Act and the statements therein, in light of the circumstances under which made, rules and regulations thereunder and (ii) will not misleading. Neither the Offer Documents (as defined in Section 7.7)nor any of the information supplied by Purchaser for inclusion in the Schedule 14D-9 shall, at the respective times such Offer Documents and Schedule 14D-9 are filed with the SEC or are first published, sent or given to shareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Neither the foregoingSchedule 14D-9 nor any of the information relating to the Company or its Affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule 14D-1 or the Offer Documents will, Purchaser makes at the respective times the Schedule 14D-9, the Schedule 14D-1 and the other Offer Documents or any amendments or supplements thereto are filed with the SEC and are first published, sent or given to Stockholders, 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; provided, however, that no representation or warranty is made by the Company with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents. The Schedule 14D-1 will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderParent SEC Information.