Common use of Proxy Statement; Schedule Clause in Contracts

Proxy Statement; Schedule. 13E-3. The information supplied or to be supplied in writing by or on behalf of NBC or Merger Sub specifically for inclusion (i) in the Proxy Statement will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a 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 Company Stockholders Meeting which has become untrue or misleading or (ii) the Schedule 13E-3, to be filed by the Company concurrently with the filing of the Proxy Statement, will not at the time it is first filed with the SEC, and at any time it is amended or supplemented and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a 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. No Contracts undertaken by or for NBC or any of its Subsidiaries and to which NBC or any of its Subsidiaries is a party, or by which it or any of its Subsidiaries is bound, exist between NBC or any of its Subsidiaries, on the one hand, and any Class A Director or officer of the Company, on the other hand, other than those referenced in the Company SEC Reports. Notwithstanding the foregoing, NBC makes no representation or warranty with respect to any information supplied by the Company that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Proxy Statement or the Schedule 13E-3.