Proxy Statement; Schedule 14D-9 Clause Samples
Proxy Statement; Schedule 14D-9. None of the information supplied by Parent or Purchaser in writing for inclusion in the Proxy Statement or the Schedule 14D-9 will, at the respective times that the Proxy Statement and the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, and in the case of the Proxy Statement, at the time that it or any amendment or supplement thereto is mailed to the Company’s stockholders, at the time of the Stockholders’ Meeting or at the Effective 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 therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives for inclusion in any of such documents.
Proxy Statement; Schedule 14D-9. None of the information provided by Parent or Subcorp for inclusion in the Offer Documents, the Schedule 14D-9 or the Proxy Statement will, on the date that such document is first mailed to the PhotoWorks Shareholders and during the pendency of the Offer and the subsequent offering period, if any (in the case of the Offer Documents and the Schedule 14D-9) and at the time of the PhotoWorks Shareholder Meeting, if any (in the case of the Proxy Statement), contain any untrue A-13 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 light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Subcorp with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of PhotoWorks specifically for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9 or the Proxy Statement.