Common use of Proxy Statement Clause in Contracts

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is mailed to the Company shareholders and at the time of the Company Special Meeting, 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.

Proxy Statement. None of the information supplied provided in writing by Parent or to be supplied by or on behalf of Parent its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at on the date the Proxy Statement on which it is first mailed to the Company Company’s shareholders and or at the time of the Company Special Shareholders Meeting, 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 were made, not misleading.

Proxy Statement. None of the information supplied in writing by Parent or to be supplied by or on behalf of Parent Purchaser specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement it is first mailed to the Company shareholders and of the Company, at the time of the Company Special MeetingShareholders 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 were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied in writing by or on behalf of Parent or Acquisition Sub for inclusion or incorporation by reference in the Proxy Statement (the "Parent Information") will, at on the date the Proxy Statement is first mailed to the Company shareholders and or at the time of the Company Special Shareholders' Meeting, 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 were made, not misleading.

Proxy Statement. None of the information supplied by Parent or the Purchaser specifically for inclusion in any Proxy Statement of the Company required to be supplied by mailed to the Company's shareholders in connection with the Merger, or on behalf of Parent for inclusion in any amendments or incorporation by reference in the Proxy Statement willsupplements thereto, at the date time of the Proxy Statement is mailed to the Company shareholders first mailing and at the time of the meeting of shareholders of the Company Special Meetingto be held in connection with the Merger, 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 light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied by Parent, Merger Sub or to be supplied by or on behalf of Parent the Guarantor for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to shareholders of the Company shareholders and or at the time of the Company Special Shareholders Meeting, 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 were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Proxy Statement willshall, at the date the Proxy Statement is mailed to the Company shareholders and at the time of the Company Special Meeting, 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.

Proxy Statement. None of the information supplied by Parent or to be supplied by or on behalf of Parent Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to stockholders of the Company shareholders and or at the time of the Company Special Meeting, 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 were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent and its affiliates specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date time the Proxy Statement is mailed to the Company shareholders and mailed, or, at the time of the Company Special MeetingMeeting 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 were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the The Proxy Statement willwill not, at the date the Proxy Statement is first mailed to shareholders of the Company shareholders and or at the time of the Company Special Shareholders Meeting, 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 were made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the The Proxy Statement willwill not, at the date the Proxy Statement is first mailed to stockholders of the Company shareholders and or at the time of the Company Special Stockholders Meeting, 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 were made, not misleading, provided, however, that the Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.

Proxy Statement. None of the information supplied or to be supplied by Parent or on behalf of Parent Merger Sub in writing for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is mailed to shareholders of the Company shareholders and at the time of the Company Special Shareholder Meeting, 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.

Proxy Statement. None of the information supplied or provided in writing by the Company to be supplied by or on behalf of Parent for inclusion or incorporation by reference included in the Proxy Statement will, at the date the Proxy Statement it is first mailed to the Company shareholders Buyer’s shareholders, and at the time of the Company Special Buyer Shareholders 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 light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied by Parent or to be supplied by or on behalf of Parent Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date time the Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company shareholders and or at the time of the Company Special Stockholders’ Meeting, 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 the light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied provided by Parent or to be supplied by or on behalf of Parent Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to stockholders of the Company shareholders and or at the time of the Company Special Stockholders Meeting, 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 were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent ---------------- specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement it is first mailed to the holders of Company shareholders and Common Stock or at the time of the Company Special MeetingShareholders Meeting (except as supplemented by Parent to reflect changes in information so supplied at the time of such meeting), 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 were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied in writing by or on behalf of Parent or Acquisition Sub specifically for inclusion or incorporation by reference in the Proxy Statement (the “Parent Information”) will, at on the date the Proxy Statement is first mailed to the Company shareholders and or at the time of the Company Special Shareholders’ Meeting, 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 were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied in writing by or on behalf of Parent Investor for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement it is first mailed to the Company Company's shareholders and at the time of the Company Special Meeting, 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.

Proxy Statement. None of the information supplied with respect to Parent or MergerSub that Parent furnishes in writing to be supplied by or on behalf of Parent the Company expressly for inclusion or incorporation by reference use in the Proxy Statement will, at the date the Proxy Statement is first mailed to the Company shareholders and Shareholders or at the time of any amendment or supplement thereof or at the time of the Company Special Shareholders’ Meeting, 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 are were made, not misleading.

Proxy Statement. None of the information supplied in writing by Parent or to be supplied by or on behalf of Parent Purchaser specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement it is first mailed to the Company shareholders and at the time of the Company Special Meeting, 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 at the statements therein, in light of the circumstances under which they are made, not misleading.12

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement it is first mailed to the holders of Company shareholders and Common Stock or at the time of the Company Special MeetingShareholders Meeting (except as supplemented by Parent to reflect changes in information so supplied at the time of such meeting), 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 were made, not misleading.

Proxy Statement. None of the The information supplied by Parent or to be supplied by or on behalf of Parent Merger Sub for inclusion or incorporation by reference in the Proxy Statement willwill not, at the date time the Proxy Statement (or any amendments or supplements thereto) is first mailed to stockholders of the Company shareholders and at the time of the Company Special Stockholders Meeting, 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 were made, not misleading.

Proxy Statement. None of the information supplied in writing by --------------- Parent or to be supplied by or on behalf of Parent Purchaser specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement it is first mailed to the shareholders of the Company shareholders and or at the time of the Company Special Shareholders Meeting, 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 were made, not misleading.

Proxy Statement. None of the The information supplied or to be supplied by or on behalf of Parent in writing expressly for inclusion or incorporation by reference in the Proxy Statement willwill not, at the date time the Proxy Statement is first mailed to the stockholders of the Company shareholders and at the time of the Company Special Stockholders’ Meeting, 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.

Proxy Statement. None of the information supplied provided in writing by Parent or to be supplied by or on behalf of Parent its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at on the date the Proxy Statement on which it is first mailed to the Company shareholders and Company’s stockholders or at the time of the Company Special Stockholders Meeting, 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 were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent to the Company specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date time the Proxy Statement is mailed to the stockholders of the Company shareholders and or at the time of the Company Special MeetingStockholders’ Meeting (or any adjournment or postponement thereof), 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.

Proxy Statement. None of the information supplied or to be supplied included in the Proxy Statement and provided by or on behalf of the Parent and Purchaser in writing for inclusion or incorporation by reference use in the Proxy Statement will, at the date time of the Proxy Statement is mailed to the Company shareholders and mailing thereof, at the time of the Company Special MeetingMeeting and 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.

Proxy Statement. None of the information supplied by Parent or to be supplied by or on behalf of Parent Newco in writing for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement time that it or any amendment or supplement thereto is mailed to the Company shareholders and Company's shareholders, at the time of the Company Special MeetingShareholders' 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.

Proxy Statement. None of the information supplied by Parent or to be supplied by or on behalf of Parent Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to shareholders of the Company shareholders and Company, at the time of the Company Special MeetingMeeting and at the time filed with the SEC, 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 were made, not misleading.

Proxy Statement. None of the information supplied by Parent or to be supplied by or on behalf of Parent Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement willshall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the Company shareholders and at the time stockholders of the Company Special Meeting, 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 were made, not misleading.