Common use of Proxy Statement Clause in Contracts

Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, 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 were made, not misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy Statement.

Proxy Statement. None The --------------------------------------------------- Offer Documents comply in all material respects with the requirements of the information supplied or to be supplied by Exchange Act, and on the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered date filed with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, and on the date the Proxy Statement is first mailed published, sent or given to the stockholders of Company's shareholders, the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, Offer Documents will not 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 were made, not misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes except that no representation is made by Parent or warranty Acquiror with respect to any information supplied by the Company in writing expressly for inclusion in the Offer Documents. The written information supplied or to be supplied by Parent or Merger Sub Acquiror expressly for inclusion or any of their respective representatives which is contained or incorporated incorporation by reference in the Proxy Statement, if any, and the Schedule 14D-9, together with any amendments or supplements to any of the foregoing will, at the time filed with the SEC and at the date first published, sent or given to the Company's shareholders, and in addition, in the case of the Proxy Statement, at the date mailed to shareholders, at the time of any Shareholder Meeting (as defined below) and at the Effective Time not 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, no representation or warranty is made with respect to any information concerning the Company or its officers, directors and affiliates provided to Parent or Acquiror by the Company specifically for inclusion in the Schedule 14D-9, Proxy Statements or amendments or supplements thereto.

Proxy Statement. None Offer Documents and Schedule 14D-9. Neither the Schedule 14D-9 nor any of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplementOffer Documents shall, at the time such post-effective amendment times the Schedule 14D-9, the Offer Documents or supplement becomes effective) any amendments or at supplements thereto are filed with the Effective Time Commission or are first published, sent or given to stockholders of the Company, as the case may be, 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 notmade, not misleading. None of In the information supplied or to be supplied by event a Stockholders' Meeting is held, the Company for inclusion in the proxy statement Proxy Statement to be sent to the stockholders of the Company in connection with the Stockholders such Stockholders' Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shallwill not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, or at the time of the Company Requisite VoteStockholders' 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 were made, not misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or to be supplied by Parent or Merger Sub Buyer, Acquisition or any of their respective representatives which is contained or incorporated by reference in writing for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement, if applicable, shall comply in all material respects with the requirements of the Exchange Act.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to be sent to the stockholders of the Company in connection with Company, as the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Votecase may be, 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. Notwithstanding In the foregoingevent the Stockholders' Meeting is held, neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as defined in Section 7.01), nor the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the date the Proxy Statement will(or any amendment or supplement thereto) is first mailed to stockholders of the Company, and at the time of the Stockholders MeetingStockholders' Meeting contain any untrue statement of material fact, comply as or omit to form state any material fact necessary in all material respects with order to make the requirements statements therein, in light of the Exchange Act and circumstance under which they were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the rules and regulations promulgated thereundersolicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied in writing by Parent or Merger Sub Parent, Purchaser or any of their respective Parent's or Purchaser's representatives which is contained or incorporated by reference expressly for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy StatementStatement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 Offer Documents shall, at the respective times set out in the Schedule 14D-9, the Offer Documents or any amendment amendments or supplement supplements thereto pursuant to which Parent Shares issuable in the Merger will be registered that are filed with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (oror are first published, with respect sent or given to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite VoteCompany, 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 were are made, not misleading. Notwithstanding Neither the foregoingproxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) nor the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the date the Proxy Statement will(or any --------------- amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders MeetingStockholders' Meeting and at the Effective Time, be false or misleading with respect to any 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 made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. If, at any time prior to the Effective Time, any event with respect to the Company, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Schedule 14D-9, the Offer Documents or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to Holders. Prior to the filing of such amendment or supplement with the SEC, a copy thereof will be delivered to Parent and its counsel, who shall, to the extent practicable under the circumstances and applicable law, have the opportunity to comment on such amendment or supplement. The Schedule 14D-9 and the Proxy Statement shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (orSchedule 14D-9, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement Offer Documents or the Note Tender Offer Documents or the information to be sent to the stockholders of filed by the Company in connection with the Stockholders Meeting Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (such proxy statement as amended or supplemented, the “Proxy "Information Statement”") shall, on at the date respective times the Proxy Schedule 14D-9, the Offer Documents, the Note Tender Offer Documents, the Information Statement is or any amendments or supplements thereto are filed with the SEC or are first mailed published, sent or given to the stockholders of the Company and during Company, as the pendency of the Stockholders Meeting, at the time of the Company Requisite Votecase may be, 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 were are made, not misleading. Notwithstanding The proxy statement to be sent to the foregoingstockholders of the Company in connection with the Special Stockholders' Meeting (as defined in Section 6.01 hereof) (such proxy statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement will, is first mailed to stockholders of the Company or at the time of the Stockholders MeetingSpecial Stockholders' Meeting and the Effective Time, comply as and, with respect to form the Information Statement at the time Shares are accepted for payment in all the Offer and with respect to the Note Tender Offer at the time the Notes (and related Consents) are accepted for payment in the Note Tender Offer, be false or misleading with respect to any material respects with fact, or omit to state any material fact required to be stated therein or necessary in order to make the requirements statements made therein, in the light of the Exchange Act and circumstances under which they are made, not misleading or, with respect to the rules and regulations promulgated thereunderProxy Statement, necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Parent, Purchaser or any of their respective representatives which is contained in any of the foregoing documents or incorporated by reference in the Offer Documents or the Note Tender Offer Documents. The Schedule 14D-9, the Information Statement and the Proxy StatementStatement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None of Target and its Subsidiaries shall supply such information as is reasonably requested by Parent for inclusion in Parent’s proxy statement to be filed with the SEC. Target shall take such action as may be necessary to ensure that (i) the information supplied or to be supplied by the Company Target for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) proxy statement shall not at the time the S-4 proxy statement is declared effective by the SEC (or, with respect mailed to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) or at the Effective Time Parent’s shareholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the proxy statement or necessary in order to make the statements therein, in light of the circumstances under which they were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, 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 thereinstatement, in light of the circumstances under which they were made, not misleading. Notwithstanding , (ii) the foregoinginformation included or supplied by on or behalf of Target for inclusion in any Regulation M-A Filing shall not, on the Proxy Statement willdate the proxy statement is first mailed to shareholders of Parent, at the time such Regulation M-A Filing is filed with the SEC, at the time of the Stockholders MeetingParent shareholders’ meeting and at the Effective Time contain any statement that, comply as to form at such time and in all material respects with the requirements light of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoingcircumstances under which it shall be made, the Company makes no representation is false or warranty misleading with respect to any information supplied by material fact, or omit to state any material fact necessary in order to make the statements made in the proxy statement not false or misleading, or omit to state any material fact necessary to correct any a statement in any earlier communications with respect to the solicitation for proxies for the Parent shareholders’ meeting that has become false or Merger Sub misleading. If at any time prior to the Effective Time any event relating to Target or any of their respective representatives which its affiliates, officers, or directors is contained discovered by Target that should be set forth in an amendment or incorporated by reference in a supplement to the Proxy Statementproxy statement, Target shall promptly so inform Parent.

Proxy Statement. None As soon as practicable after the date hereof, Seller shall prepare a Proxy Statement, which shall be reasonably acceptable to counsel to Purchaser, for the purpose of taking stockholder action on the Merger and this Agreement and file the Proxy Statement with the SEC not later than 45 days from the date hereof and respond to comments of the information supplied or staff of the SEC and promptly mail the Proxy Statement to be supplied by the Company for inclusion or incorporation by reference in holders of record (as of the Registration applicable record date) of shares of voting stock of Seller. Seller represents and covenants that the Proxy Statement on Form S-4 or and any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (orthereto, with respect to any post-effective amendment the information pertaining to it or supplement, its Subsidiaries at the time such post-effective amendment or supplement becomes effective) or at date of mailing to its stockholders and the Effective Time date of the Stockholder Meetings to be held in connection with the Merger, will be in compliance with the Exchange Act and all relevant rules and regulations of the SEC and will not 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, 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 were made, not misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply misleading (except as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes information regarding Purchaser as to which no representation or warranty with respect covenant is being made). Purchaser represents and covenants that information regarding Purchaser, that Purchaser provides to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference Seller for inclusion in the Proxy Statement, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at the date of mailing of the Proxy Statement to stockholders of Purchaser.

Proxy Statement. None of the The information supplied or to be included in the Schedule 14D-9 and any information supplied by the Company in writing expressly for inclusion or incorporation by reference in the Registration Statement on Form S-4 Offer Documents shall not, at the respective times the Schedule 14D-9, the Offer Documents or any amendment amendments or supplement supplements thereto pursuant to which Parent Shares issuable in the Merger will be registered are filed with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (oror are first published, with respect sent or given to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with or at the Stockholders Meeting (such proxy statement as amended expiration date or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Votepurchase, 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 made, not misleading. The information included or incorporated by reference in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as hereinafter defined) will not, and the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), will not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which they were it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by Parent or Purchaser in writing expressly for inclusion in the Schedule 14D-9 or Proxy Statement. The Schedule 14D-9 and the Proxy Statement will, at the time of the Stockholders Meeting, shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy Statement.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to be sent to the stockholders of the Company in connection with Company, as the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Votecase may be, 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. Notwithstanding Neither the foregoingproxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the --------------- date the Proxy Statement will(or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders MeetingStockholders' Meeting and at the Effective Time, comply as to form contain any statement which, at the time and in all material respects with the requirements light of the Exchange Act and circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the rules and regulations promulgated thereunderstatements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Parent, Purchaser or any of their respective Parent's or Purchaser's representatives which is contained or incorporated by reference for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy StatementStatement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None The information contained in the proxy statement to be sent to the stockholders of the information supplied Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement as amended or supplemented is referred to be supplied by herein as the Company for inclusion or incorporation by reference in “Proxy Statement”) will not, at the Registration date the Proxy Statement on Form S-4 (or any amendment thereof or supplement thereto pursuant thereto) is first mailed to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall stockholders, at the time of the S-4 is declared effective by Seller Stockholders’ Meeting and at the SEC (orEffective Time, be false or misleading with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) or at the Effective Time contain any untrue statement of a material fact required to be stated therein, 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 were notare made, not misleading. None If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is discovered by the Seller which should be set forth in an amendment or supplement to the Proxy Statement, the Seller shall promptly inform the Company thereof. The Proxy Statement will comply in all material respects as to form with the requirements of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, 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 were made, not misleadingExchange Act. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company Seller makes no representation or warranty with respect to any information about, or supplied by Parent or Merger Sub or any of their respective representatives omitted by, the Company which is contained or incorporated by reference in any of the Proxy Statementforegoing documents.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company specifically for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) Offer Documents shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company Requisite VoteCompany, as the case may be, 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. Notwithstanding Neither the foregoingproxy statement to be sent to the shareholders of the Company in connection with the Shareholders’ Meeting nor the information statement to be sent to such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), if any, shall, at the date the Proxy Statement will, (or any amendment or supplement thereto) is first mailed to shareholders of the Company and at the time of the Stockholders Shareholders’ Meeting, contain any untrue statement of 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 in which they were made, not false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders’ Meeting that shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement and the information supplied by the Company specifically for inclusion in the Offer Documents shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Purchaser or any of their respective representatives which is contained Representatives specifically for inclusion in any of the Offer Documents, the Schedule 14D-9 or incorporated by reference in the Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in the Registration Statement on Form S-4 proxy statement relating to the matters to be submitted to the Company’s stockholders at the Company Stockholders Meeting (such proxy statement and any amendments or supplements thereto, the “Proxy Statement”) or any amendment or supplement thereto pursuant to which Parent Shares issuable other document filed with any other Governmental Entity in connection with the transactions contemplated by this Agreement will (a) in the Merger will be registered with case of the SEC (the “S-4”) shall Proxy Statement, at the time the S-4 Proxy Statement is declared effective by first mailed to the SEC (or, with respect to any post-effective amendment Company’s stockholders or supplement, at the time such post-effective amendment or supplement becomes effective) or at of the Effective Time Company Stockholders Meeting to be held in connection with the Merger, 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 were notmade, not misleading. None of the information supplied misleading at such applicable time, or (b) with respect to any other document to be supplied filed by Company with the Company for inclusion in the proxy statement to be sent to the stockholders of the Company SEC in connection with the Stockholders Meeting (such proxy statement as amended Merger or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meetingother transactions contemplated by this Agreement, at the time of its filing with the Company Requisite VoteSEC, 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 were are made, not misleading. Notwithstanding the foregoing, the The Proxy Statement will, at the time of the Stockholders Meeting, will comply as to form in all material respects with the requirements provisions of the Exchange Act Act, and the rules and regulations promulgated thereunder. Notwithstanding the foregoingFor purposes of clarification, the Company makes no representation or warranty is made by the Company with respect to any statements made in the Proxy Statement based on information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference its Representatives in writing expressly for inclusion in the Proxy Statement.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) Offer Documents shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of 25 21 the Company Requisite VoteCompany, as the case may be, 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. Notwithstanding Neither the foregoingproxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the date the Proxy Statement will(or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders MeetingStockholders' Meeting and at the Effective Time, comply as to form contain any statement which, at the time and in all material respects with the requirements light of the Exchange Act and circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the rules and regulations promulgated thereunderstatements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Purchaser or any of their respective its representatives which is contained for inclusion in any of the foregoing documents or incorporated by reference in the Offer Documents. The Schedule 14D-9 and the Proxy StatementStatement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None If a Proxy Statement is required for the consummation of the information supplied or to be supplied Merger under applicable law, the Proxy Statement will comply in all material respects with the Exchange Act, except that no representation is made by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to information supplied by or on behalf of Parent or any post-effective amendment or supplement, at affiliate of Parent specifically for inclusion in the time such post-effective amendment or supplement becomes effective) 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 were not, not misleadingProxy Statement. None of the information supplied or to be supplied by the Company specifically for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) Statement shall, on at the date time the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, or at the time of the Company Requisite VoteShareholder 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 were made, not misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, ; provided however that the Company makes no representation or warranty with respect as to any of the information relating to and supplied by or on behalf of Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference and Purchaser specifically for inclusion in the Proxy Statement. The letter to shareholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be distributed to shareholders in connection with the Merger, or any schedule required to be filed by the Company with the SEC in connection therewith, together with any amendments or supplements thereto, are collectively referred to herein as the “Proxy Statement.” If, at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors is discovered by the Company that should be set forth in a supplement to the Proxy Statement, the Company will promptly inform Parent and Purchaser and prepare, file and disseminate such supplement as may be required by applicable law.

Proxy Statement. None of the information supplied or to be supplied by the Company or any of its Affiliates, directors, officers, employees, agents or representatives for inclusion or incorporation by reference in in, and which is included or incorporated by reference in, the Registration Proxy Statement on Form S-4 or any amendment other documents filed or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered filed with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (transactions provided for herein, will, at the respective times such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meetingdocuments are filed, at the time of mailing of the Proxy Statement (or any amendment thereof or supplement thereto) to the holders of Company Shares or as of the time of the Company Requisite VoteStockholder 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 in which they were made, not misleading. Notwithstanding misleading (it being understood that receiving and responding to comments from the foregoing, SEC on the Proxy Statement willwill not, at in and of itself, constitute an admission that anything contained in the time of the Stockholders Meeting, comply as to form in all material respects with Proxy Statement did not meet the requirements of this Section 4.24). If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company which, pursuant to the Exchange Act and Act, should be set forth in an amendment or supplement to the rules and regulations promulgated thereunderProxy Statement or such other document filed with the SEC in connection with the transactions provided for herein, the Company shall promptly notify Newco in writing. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent Newco or Merger Sub the Equity Investors for inclusion or any of their respective representatives which is contained or incorporated incorporation by reference in the Proxy StatementStatement or any such other document filed with the SEC in connection with the transactions provided for herein.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to be sent to the stockholders of the Company in connection with Company, as the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Votecase may be, 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. Notwithstanding Neither the foregoingproxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting nor the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at the date the Proxy Statement will, (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Stockholders Stockholders’ Meeting, contain any untrue statement of 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 in which they were made, not misleading. The Schedule 14D-9 and the Proxy Statement and all documents required to be filed by the Company with the SEC or disseminated to Company stockholders in connection with this Agreement and the Transactions shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Purchaser or any of their respective representatives which is contained Representatives for inclusion in any of the foregoing documents or incorporated by reference in the Proxy StatementOffer Documents.

Proxy Statement. None The Company covenants and agrees that: (a) the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the information supplied or to be supplied by time that the Company for inclusion or incorporation by reference in the Registration Proxy Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered is filed with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders MeetingCompany, at the time of the Company Requisite VoteStockholders’ Meeting 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, ; and (b) the Proxy Statement will(and the letter to stockholders, at the time notice of the Stockholders Meeting, meeting and form of proxy included therewith) will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunderapplicable federal securities Laws. Notwithstanding the foregoing, the Company makes no covenant, representation or warranty with respect to any statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by Parent or Merger Sub for inclusion therein. Parent covenants and agrees that none of the information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in writing expressly for inclusion in the Proxy StatementStatement will, at the time that the Proxy Statement is filed with the SEC or is first mailed to stockholders of the Company, at the time of the Company Stockholders’ Meeting 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 made therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of At the information supplied or time the Proxy Statement is mailed, the Proxy Statement (as defined below) will comply as to be supplied form in all material respects with the Exchange Act and the regulations thereunder, except that no representation is being made by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment information supplied in writing by or supplement, at on behalf of Newco specifically for inclusion in the time such post-effective amendment or supplement becomes effective) 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 were not, not misleadingProxy Statement. None of the information supplied or to be supplied by the Company specifically for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) Statement shall, on at the date time the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meetingmailed, at the time of the Company Requisite VoteStockholder 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 were made, not misleading. Notwithstanding ; provided, however, that the foregoing, Company is not making any representation or warranty as to any of the information relating to and supplied in writing by or on behalf of Newco specifically for inclusion in the Proxy Statement willStatement. The letter to stockholders, at notice of meeting, proxy statement and form of proxy, or the time information statement, as the case may be, to be distributed to stockholders of the Stockholders Meeting, comply as to form Company in all material respects connection with the requirements of Merger, and the Exchange Act Schedule 14A and the Schedule 13E-3 filing required under the rules and regulations promulgated thereunder. Notwithstanding of the foregoingSEC in connection with the Transactions (the "Schedule 13E-3") and any other schedule required to be filed with the SEC in connection therewith, together with any amendments or supplements thereto, are collectively referred to herein as the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the "Proxy Statement."

Proxy Statement. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.24, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance will, at the time the Form S-4, or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered thereto, is filed with the SEC (the “S-4”) shall or at the time it becomes effective under the S-4 is declared effective by the SEC (orSecurities Act, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 made therein, in light of the circumstances under which they were notare made, not misleading. None of the information supplied or to be supplied by the Company for inclusion in , and (b) the proxy statement to be sent to the stockholders of the Company Stockholders in connection with the Stockholders Company Stockholders’ Meeting (such proxy statement statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) shallwill, on the date the Proxy Statement it is first mailed to the stockholders of the Company Stockholders, and during the pendency of the Stockholders Meeting, at the time of the Company Requisite VoteStockholders 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 were are made, not misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Company Stockholders’ Meeting or the subject matter thereof which have become false or misleading. Notwithstanding the foregoing, the The Proxy Statement will, at the time (except for such portions thereof that relate only to Parent or any Subsidiary of the Stockholders Meeting, Parent) will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by or on behalf of Parent or Merger Sub for inclusion or any of their respective representatives which is contained or incorporated incorporation by reference in any of the Proxy Statementforegoing documents.

Proxy Statement. None If a Proxy Statement is required for the --------------- consummation of the information supplied or to be supplied Merger under applicable law, the Proxy Statement will comply in all material respects with the Exchange Act, except that no representation is made by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to information supplied by or on behalf of Parent or any post-effective amendment or supplement, at affiliate of Parent specifically for inclusion in the time such post-effective amendment or supplement becomes effective) 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 were not, not misleadingProxy Statement. None of the information supplied or to be supplied by the Company specifically for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) Statement shall, on at the date time the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, or at the time of the Company Requisite VoteShareholder 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 were made, not misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, ; provided however that the Company makes no representation or warranty with respect as to any of the information relating to and supplied by or on behalf of Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference and Purchaser specifically for inclusion in the Proxy Statement. The letter to shareholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be distributed to shareholders in connection with the Merger, or any schedule required to be filed by the Company with the SEC in connection therewith, together with any amendments or supplements thereto, are collectively referred to herein as the "Proxy Statement." If, at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors is discovered by the Company that should be set forth in a supplement to the Proxy Statement, the Company will promptly inform Parent and Purchaser and prepare, file and disseminate such supplement as may be required by applicable law.

Proxy Statement. None If a Proxy Statement is required for the --------------- consummation of the information supplied or to be supplied Merger under applicable law, the Proxy Statement will comply in all material respects with the Exchange Act, except that no representation is made by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to information supplied by or on behalf of Parent or any post-effective amendment or supplement, at affiliate of Parent specifically for inclusion in the time such post-effective amendment or supplement becomes effective) 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 were not, not misleadingProxy Statement. None of the information supplied or to be supplied by the Company specifically for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) Statement shall, on at the date time the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, or at the time of the Company Requisite VoteShareholder 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 were made, not misleading. Notwithstanding the foregoing; provided, the Proxy Statement willhowever, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, that the Company makes no representation or -------- ------- warranty with respect as to any of the information relating to and supplied by or on behalf of Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference and Purchaser specifically for inclusion in the Proxy Statement. The letter to shareholders and warrantholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be distributed to shareholders and warrantholders in connection with the Merger, or any schedule required to be filed with the SEC in connection therewith, together with any amendments or supplements thereto, are collectively referred to herein as the "Proxy Statement." If, at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors is discovered by the Company that shall be set forth in a supplement to the Proxy Statement, the Company will promptly inform Parent and Purchaser and prepare, file and disseminate such supplement as may be required by applicable law.

Proxy Statement. None (a) As promptly as practicable after the date hereof, the Company shall, in consultation with U.S. Parent, prepare and file with the SEC preliminary proxy materials that shall constitute the Proxy Statement. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company its Subsidiaries for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplementedProxy Statement will, the “Proxy Statement”) shall, on at the date the Proxy Statement is first mailed to the stockholders of the Company Stockholders and during the pendency of the Stockholders Meeting, at the time of the Company Requisite VoteStockholders Meeting or at the time of any amendment or supplement 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the The Proxy Statement will, at the time of the Stockholders Meeting, shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any the information supplied by or on behalf of Parent, U.S. Parent or Merger Sub or any of their respective representatives which Representatives that is contained in the Proxy Statement. Parent and U.S. Parent agree that none of the information supplied by them for inclusion in the Proxy Statement will, at the date first mailed to the Company Stockholders and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or incorporated 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 were made, not misleading. (b) As promptly as practicable after comments are received from the SEC thereon and after the furnishing by reference the Company, Parent and U.S. Parent of all information required to be contained therein, the Company shall, in consultation with U.S. Parent, prepare and the Company shall file any required amendments and the definitive Proxy Statement with the SEC. The Company shall notify U.S. Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall consult with U.S. Parent regarding, and supply U.S. Parent with copies of, all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable and shall thereafter mail to the Company Stockholders as promptly as possible the Proxy Statement and all other proxy materials for such meeting. If at any time prior to the Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (c) Parent shall furnish the Company with all information concerning Parent and its Affiliates required for use in the Proxy Statement, and Parent shall take such other action as the Company may reasonably request in connection with the preparation of the Proxy Statement, including any amendments or supplements thereto. (d) The Company and Parent shall make any necessary filings with respect to the Merger under the Exchange Act and the rules and regulations thereunder. (e) The Company shall use its reasonable best efforts to cause the Company Financial Advisor to consent to the inclusion of the Fairness Opinion in the Proxy Statement.

Proxy Statement. None All of the information supplied or relating to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be and its subsidiaries supplied by the Company for inclusion in the proxy statement to be sent to Proxy Statement (as defined below), if any such Proxy Statement is required, will not, at the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date time the Proxy Statement is first mailed to mailed, contain any statement which, at the stockholders time and in the light of the Company and during circumstances under which it is made, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the pendency of the Stockholders Meetingstatements therein not false or misleading or, at the time of the Special Meeting (as defined in Section 5.4) or at the Effective Time, as then amended or supplemented to correct any statement which has become false or misleading in any material respect in any earlier communication with respect to the solicitation of any proxy for such meeting. The Proxy Statement will comply in all material respects, both as to form and otherwise, with the requirements of the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9 nor any of the information relating to the Company Requisite Voteand its subsidiaries supplied by the Company for inclusion in the Offer Documents will, at the respective times filed with the SEC or first sent or given to the shareholders of the Company, 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 were made, not misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, The Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing, the Company makes no representation or warranty pursuant to this Section 4.1(j) with respect to any information supplied by Parent Purchaser or Merger Sub or any of their respective representatives affiliates which is contained in any of the foregoing documents. The letter to shareholders, Notice of Meeting, Proxy Statement and form of proxy, or incorporated by reference the information statement, as the case may be, to be distributed to shareholders in connection with the Merger, or any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Proxy Statement."

Proxy Statement. None of the The information supplied or to be supplied by the Company Seller for inclusion in Purchaser's proxy statement (such proxy statement, as amended or incorporation by reference in supplemented is referred to herein as the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”"Proxy Statement") shall not at the time the S-4 Proxy Statement is declared effective by filed with the SEC (orSEC, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, therein not misleading. None of the The information supplied or to be supplied by the Company Seller for inclusion in the proxy statement to be sent delivered to the Purchaser's stockholders of the Company in connection with the Stockholders Meeting meeting of Purchaser's stockholders to consider the approval of this Agreement (such proxy statement as amended or supplemented, the “Proxy Statement”"Purchaser Stockholders' Meeting") shallshall not, on the date the Proxy Statement is first mailed to the stockholders of the Company Purchaser's stockholders, and during the pendency of the Stockholders Meeting, at the time of the Company Requisite VotePurchaser 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 were are made, not false or misleading. Notwithstanding ; or omit to state any material fact necessary to correct any statement provided by the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form Seller in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty any earlier communication with respect to the solicitation of proxies for the Purchaser Stockholders' Meeting which has become false or misleading. If at any information supplied by Parent or Merger Sub time prior to the Purchaser Stockholders' Meeting, any event relating to the Seller or any of their respective representatives its affiliates, officers or managers should be discovered by the Seller which is contained or incorporated by reference should be set forth in a supplement to the Proxy Statement, the Seller shall promptly inform Purchaser of such event.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) Offer Documents shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company Requisite VoteCompany, as the case may be, 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 are made, not misleading. Notwithstanding Neither the foregoingproxy statement to be sent to the shareholders of the Company in connection with the Shareholders' Meeting (as hereinafter defined) nor the information statement to be sent to such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the date the Proxy Statement will(or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Stockholders MeetingShareholders' Meeting and at the Effective Time, comply as to form contain any statement which, at the time and in all material respects with the requirements light of the Exchange Act and circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the rules and regulations promulgated thereunderstatements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Parent, Purchaser or any of their respective Parent's or Purchaser's representatives which is contained or incorporated by reference for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy StatementStatement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None of the information supplied with respect to Parent and the Sub and each of their respective officers, directors, associates and affiliates or with respect to be the plans for the Surviving Corporation after the Effective Time which shall have been supplied by Parent or the Sub specifically for use in the Proxy Statement, will, on the date the Proxy Statement is first mailed to stockholders of the Company for inclusion or incorporation by reference on the date of the Company Stockholders' Meeting referred to in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall Section 7.3 hereof, at the time the S-4 Effective Date, as such Proxy is declared effective by the SEC (orthen amended or supplemented, contain any statement which, at such time, is false or misleading with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) or at the Effective Time contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not false or misleading or necessary to correct any statement in any earlier communication (including the Proxy Statement) to stockholders of the Company with respect to the Merger. If at any time prior to the Effective Time any event should occur which is or should be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described, and the presentation in such amendment or supplement of such information with respect to Parent and Sub and their respective officers, directors, associates and affiliates or with respect to the plans for the Surviving Corporation after the Effective Time which shall have been supplied by Parent or Sub in writing specifically for use in the Proxy Statement, will not contain any statement which, at the time and in light of the circumstances under which they were notit is made, not misleading. None of the information supplied is false or misleading with respect to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light any earlier communication (including the Proxy Statement) to stockholders of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy StatementMerger.

Proxy Statement. None (a) As promptly as practicable following the date of this Agreement, the information supplied or Company shall, with the assistance and approval (not to be supplied by the Company for inclusion unreasonably withheld or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”delayed) shall at the time the S-4 is declared effective by the SEC (orof Parent, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in prepare and mail the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement statement, as amended or supplemented, the “Proxy Statement”). Parent and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, (i) shall, the Company will provide Parent with a reasonable opportunity to review and comment on the date the Proxy Statement and (ii) Parent will furnish to the Company the information relating to it required by the Securities Act and the Exchange Act to be set forth in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act and (ii) the rules and regulations of NASDAQ. (b) The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite VoteStockholders 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 were are made, not misleading. Notwithstanding Parent agrees that none of the foregoing, information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of the Company and at the time of the Stockholders Meeting, comply as contain any untrue statement of a material fact or omit to form state any material fact required to be stated therein or necessary in all material respects with order to make the requirements statements therein, in the light of the Exchange Act and the rules and regulations promulgated thereundercircumstances under which they are made, not misleading. Notwithstanding For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company makes no representation or warranty any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent will be deemed to have been supplied by Parent. If at any time prior to the Effective Time any event or circumstances relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Parent and, after consultation with Parent, file such amendment or supplement with the SEC. (c) The Company shall use its reasonable best efforts, after consultation with Parent, to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent and the Company agree to correct any information supplied provided by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference it for use in the Proxy StatementStatement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and promptly deliver a copy of such comments, correspondence or request to Parent).

Proxy Statement. None Purchaser represents and warrants to Kodak that when (i) the Proxy Statement is mailed to Purchaser's shareholders and on the date of the shareholders' meeting, the Proxy Statement shall contain all information supplied or required to be supplied stated therein by the Company for inclusion or incorporation by reference in Exchange Act and the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with rules and regulations of the SEC (thereunder and shall in all material respects conform to the “S-4”) requirements of the Exchange Act and such rules and regulations, and the Proxy Statement shall not at the time it is mailed to Purchaser's shareholders and on the S-4 is declared effective by date of the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) or at the Effective Time 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 thereinmade, in light of the circumstances under which they were notmade, not misleading. None of the , except that no representation is made with respect to information supplied or to be supplied by the Company for inclusion set forth in the proxy statement Proxy Statement concerning Kodak or any Subsidiary furnished by Kodak or such Subsidiary in writing for use in the Proxy Statement and (ii) the Circular is mailed to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, Purchaser's shareholders and on the date of the Proxy Statement is first mailed shareholders' meeting, the Circular shall contain all information required to be stated therein by the Listing Rules and the rules and regulations of the LSE thereunder and shall in all material respects conform to the stockholders requirements of the Company Listing Rules and during such rules and regulations, and the pendency of the Stockholders Meeting, Circular shall not at the time it is mailed to Purchaser's shareholders and on the date of the Company Requisite Vote, 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 thereinmade, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy Statement.except that

Proxy Statement. None If a Proxy Statement is required for the consummation of the information supplied or to be supplied Merger under applicable law, the Proxy Statement will comply in all material respects with the Exchange Act, except that no representation is made by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to information supplied by or on behalf of Parent or any post-effective amendment or supplement, at affiliate of Parent specifically for inclusion in the time such post-effective amendment or supplement becomes effective) 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 were not, not misleadingProxy Statement. None of the information supplied or to be supplied by the Company specifically for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) Statement shall, on at the date time the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, or at the time of the Company Requisite VoteShareholder 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 were made, not misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, ; provided however that the Company makes no representation or warranty with respect as to any of the information relating to and supplied by or on behalf of Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference and Purchaser specifically for inclusion in the Proxy Statement. The letter to shareholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be distributed to shareholders in connection with the Merger, or any schedule required to be filed by the Company with the SEC in connection therewith, together with any amendments or supplements thereto, are collectively referred to herein as the "Proxy Statement." If, at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors is discovered by the Company that should be set forth in a supplement to the Proxy Statement, the Company will promptly inform Parent and Purchaser and prepare, file and disseminate such supplement as may be required by applicable law.

Proxy Statement. None (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall, with the assistance and approval (not to be unreasonably withheld or delayed) of Parent prepare and mail the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as amended or supplemented, the “Proxy Statement”). Parent and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, (i) the Company will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement and (ii) Parent will furnish to the Company the information relating to it and Acquisition Sub required by the Exchange Act to be set forth in the Proxy Statement. All of the parties hereto shall cause the Proxy Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, and (ii) the rules and regulations of the NYSE. (b) The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Proxy Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplementwill, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement it is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite VoteStockholders 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 were are made, not misleading. Notwithstanding Parent agrees that none of the foregoing, information supplied or to be supplied by Parent for inclusion in the Proxy Statement will, at the date it is first mailed to the stockholders of the Company and at the time of the Stockholders Meeting, comply as contain any untrue statement of a material fact or omit to form state any material fact required to be stated therein or necessary in all material respects with order to make the requirements statements therein, in the light of the Exchange Act and the rules and regulations promulgated thereundercircumstances under which they are made, not misleading. Notwithstanding For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company makes no representation or warranty any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. If at any time prior to the Stockholders Meeting any event or circumstances relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Parent and file such amendment or supplement with the SEC. (c) The Company shall use its reasonable best efforts, after consultation with Parent, to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent and the Company agree to correct any information supplied provided by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference it for use in the Proxy StatementStatement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and promptly deliver a copy of such comments, correspondence or request to Parent). The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC.

Proxy Statement. None of the The information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement Proxy Statement to be sent to the stockholders shareholders of the Company in connection with the Stockholders Shareholders’ Meeting (such proxy statement as amended including any amendment or supplementedsupplement thereto or document incorporated by reference therein) and the Schedule 13E-3 relating to the authorization and approval of this Agreement and the Transactions by the shareholders of the Company shall not, the “Proxy Statement”(i) shall, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to the stockholders shareholders of the Company and during the pendency of the Stockholders Meeting, or at the time of the Company Requisite VoteShareholders’ Meeting, contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders’ Meeting or any subject matter which has become false or misleading, or (ii) on the date the Schedule 13E-3 and any amendment or supplement thereto is filed with the SEC, contain any untrue statement of a material fact or omit to state any a 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 are made, not misleading. Notwithstanding the foregoing, the The Proxy Statement will, at and the time of the Stockholders Meeting, Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and will contain all material information reasonably necessary to enable the rules shareholders of the Company to make an informed decision on whether or not to attend the Shareholders’ Meeting and regulations promulgated thereunderhow to vote. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or any of their respective representatives which is contained or incorporated incorporation by reference in the Proxy StatementStatement or the Schedule 13E-3.

Proxy Statement. None of the The information previously supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable Parent’s proxy statement in the Merger will be registered connection with the SEC transactions contemplated by this Agreement or the Original Agreement (such proxy statement as amended or supplemented is referred to herein as the “S-4Proxy Statement”) shall not contain at the time the S-4 Proxy Statement is declared effective by filed with the SEC (or, with respect to any post-effective amendment or supplement, and at the time such post-it becomes effective amendment under the Securities Act, any untrue statement of a material fact or supplement becomes effectiveomit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information to be supplied by the Company for inclusion in the proxy statement to be delivered to Parent’s stockholders in connection with the meeting of Parent’s stockholders to consider the approval of this Agreement (the “Parent Stockholders’ Meeting”) or shall not contain, on the date the Proxy Statement is first mailed to Parent’s stockholders, and at the Effective Time contain time of the Parent Stockholders’ Meeting, 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 were notare made, not false or misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, contain any untrue statement of a material fact ; or omit to state any material fact required necessary to be stated therein correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders’ Meeting which has become false or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding If at any time prior to the foregoingEffective Time, any event relating to the Company or any of its affiliates, officers or managers should be discovered by the Company which should be set forth in a supplement to the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoingStatement, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy Statementshall promptly inform Parent.

Proxy Statement. None Neither ------------------------------------------------ the Schedule 14D-9 nor any information supplied by or on behalf of the Company to Parent for purposes of inclusion in the Offer Documents (including, without limitation, information supplied or incorporated by reference to be supplied documents filed by the Company for inclusion or incorporation by reference in with the Registration Statement on Form S-4 SEC) shall, at the times the Schedule 14D-9, the Offer Documents or any amendment amendments or supplement supplements thereto pursuant to which Parent Shares issuable in the Merger will be registered are filed with the SEC (or are first published, sent or given to stockholders of the “S-4”) shall at Company, as the time the S-4 is declared effective by the SEC (orcase may be, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 the light of the circumstances under which they were notmade, not misleading. None of the information supplied or to be supplied by the Company for inclusion in Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “"Proxy Statement”) "), shall, on as of the date the Proxy Statement (or any --------------- amendment or supplement thereto) is first mailed to the stockholders of the Company and during the pendency of the Stockholders MeetingCompany, at the time of the Company Requisite VoteStockholders' Meeting 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 were made, not misleading or otherwise 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 shall have become false or misleading. Notwithstanding the foregoing, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Parent, Merger Sub or any of their respective Parent's or Merger Sub's representatives which is contained or incorporated by reference for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy StatementStatement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None of the information supplied or to be supplied by the Company ISP Holdings for inclusion or incorporation by reference in the Proxy Statement or the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable will, (a) in the Merger will be registered with case of the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplementRegistration Statement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection it is filed with the Stockholders Meeting (such proxy statement as amended SEC or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meetingany other regulatory authority, at the time of it becomes effective and at the Company Requisite VoteEffective Date, 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 were are made, not misleading. Notwithstanding , or (b) in the foregoing, case of the Proxy Statement willStatement, at the time it is filed with the SEC or any other regulatory authority, at the time of the Stockholders Meetingmailing of the Proxy Statement or any amendment or supplement thereto, at the time of the meetings of the stockholders to which the Proxy Statement relates and at the Effective Date, 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. If at any time prior to the Effective Date any event with respect to ISP Holdings, its officers and directors or any of its subsidiaries (other than ISP and its subsidiaries) should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of ISP. The Proxy Statement and any other SEC filing will comply as (with respect to form ISP Holdings) in all material respects respects, as to form, with the applicable requirements of each of the Exchange Act and the Securities Act and the respective rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy Statement.

Proxy Statement. None (a) As promptly as reasonably practicable, and in any event within twenty (20) Business Days, after the date of this Agreement, the Company shall prepare and file with the SEC a preliminary proxy statement relating to the Stockholders Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Unless there is a Change of Recommendation in accordance with Section 5.3, the Proxy Statement shall include the recommendation of the Company Board that the stockholders of the Company vote in favor of the adoption of this Agreement in accordance with the DGCL (the "Company Recommendation"). The Company agrees that at the date of first mailing to stockholders of the Company and at the time of the Stockholders Meeting, (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by it or to be supplied by the Company any of its Subsidiaries for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, 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 were made, not misleading. Notwithstanding ; provided, that no representation or warranty is made by the foregoing, Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in connection with the preparation of the Proxy Statement willfor inclusion or incorporation by reference therein. Parent agrees to provide or cause to be provided all information with respect to itself, its Subsidiaries and its Representatives as may be reasonably requested by the Company for inclusion in the Proxy Statement, and that, at the date of first mailing to stockholders of the Company and at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements none of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub it or any of their respective representatives which is contained its Subsidiaries for inclusion or incorporated incorporation by reference in the Proxy Statement 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 were made, not misleading; provided, that no representation or warranty is made by either Parent or Merger Sub with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein. (b) The Company shall promptly, following its or its legal counsel's receipt thereof, inform Parent of any and all comments (written or oral) of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information, and the Company shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or filings as may be necessary in connection therewith. Each of the Company and Parent agrees to promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in this Section 5.4(b), mailed (or, to the extent permitted by Law, made available) to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. The Company shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (c) Subject to applicable Law, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent.

Proxy Statement. None (a) Each of the Sellers shall cooperate with Public Partnership to, and Public Partnership shall, prepare a proxy statement to be filed by Public Partnership with the SEC in connection with the Public Partnership Merger (including all other proxy solicitation materials of Public Partnership, the "PROXY STATEMENT"). Each of the Parties agrees to cooperate, and to cause its Subsidiaries to cooperate, with the other, its counsel and its accountants, in preparation of the Proxy Statement; and, promptly after clearance by the SEC, Public Partnership shall mail the Proxy Statement to the Public Partnership Unitholders. (b) Each of the Parties agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it for inclusion or incorporation by reference in the Registration Proxy Statement on Form S-4 or and any amendment or supplement thereto pursuant will, at the date of mailing to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall Public Partnership Unitholders and at the time of the S-4 Public Partnership Unitholders Meeting, contain any statement, which, at such times and in the light of the circumstances under which it is declared effective by the SEC (ormade, is false or misleading with respect to any post-effective amendment material fact, or supplement, at the time such post-effective amendment or supplement becomes effective) or at the Effective Time contain any untrue statement of a material fact or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light therein not false or misleading. Each of the circumstances under which they were not, not misleading. None Parties further agrees that if it shall become aware prior to the Closing of any information furnished by it that would cause any of the information supplied or to be supplied by the Company for inclusion statements in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meetingbe false or misleading with respect to any material fact, at the time of the Company Requisite Vote, contain any untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not false or misleading, in light of to promptly inform the circumstances under which they were made, not misleading. Notwithstanding other Parties and to take the foregoing, necessary steps to amend or supplement the Proxy Statement will, at Statement. All documents that Public Partnership is responsible for filing with the time of SEC in connection with the Stockholders Meeting, Public Partnership Merger will comply as to form and substance in all material respects aspects with the applicable requirements of the Exchange Act Act. (c) Buyer shall have the right to review in advance and to approve all the rules information relating to Buyer and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference its Affiliates proposed to appear in the Proxy StatementStatement or any amendment or supplement thereto submitted to the SEC in connection with the Transactions contemplated by this Agreement. In exercising the foregoing right, Buyer shall act reasonably and as promptly as practicable.

Proxy Statement. None The information with respect to the Company, its officers and directors and the Company Subsidiaries to be contained in the definitive proxy statement to be furnished to the stockholders of the information supplied or Company pursuant to be supplied by Section 7.2 hereof (the "Proxy Statement") will not, on the date the Proxy Statement is first mailed to stockholders of the Company for inclusion or incorporation by reference on the date of the Company Stockholders' Meeting (as hereinafter defined) referred to in the Registration Statement on Form S-4 Section 7.3 hereof, or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 Effective Time, as such Proxy Statement is declared effective by the SEC (orthen amended or supplemented, contain any statement which, at such time, is false or misleading with respect to any post-effective amendment material fact, or supplement, at the time such post-effective amendment or supplement becomes effective) or at the Effective Time contain any untrue statement of a material fact or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not false or misleading, or necessary to correct any statement in any earlier communication (including the Proxy Statement) to stockholders of the Company with respect to the Merger. If at any time prior to the Effective Time, any event with respect to the Company, its officers and directors and the Company Subsidiaries, should occur which is or should be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which they were notit is made, not misleading. None of the information supplied is false or misleading with respect to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light any earlier communication (including the Proxy Statement) to stockholders of the circumstances under which they were made, not misleadingCompany with respect to the Merger. Notwithstanding the foregoing, the The Proxy Statement will, at the time of the Stockholders Meeting, will comply as to form in with all material respects with applicable laws, including the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy StatementAct.

Proxy Statement. None The sections of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement set forth on Schedule 3.5(a) hereto, will not, as of (a) the time it is first mailed to the stockholders of IWEST and (b) the Company and during the pendency date of the Stockholders IWEST Stockholders’ Meeting, at the time of the Company Requisite Vote, 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. Notwithstanding To the foregoingKnowledge of the Special Committee, the remainder of the Proxy Statement (excluding those sections of the Proxy Statement set forth on Schedule 4.24(a) hereto) will not, as of (a) the time it is first mailed to the stockholders of IWEST and (b) the date of the IWEST 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 light of the circumstances under which they were made, not misleading. To the Knowledge of the IWEST Special Committee, the Proxy Statement will, at as of (x) the time it is first mailed to stockholders of the Stockholders IWEST and (y) the date of the IWEST Stockholders’ Meeting, comply as to form in all material respects with the applicable requirements of the Exchange Act and other applicable Laws. The representations and warranties contained in this Section 3.5 will not apply to statements included in or omissions from the rules and regulations promulgated thereunder. Notwithstanding Proxy Statement based upon information furnished in writing, or failed to be so furnished, to IWEST or any Acquisition Entity by the foregoingAgent, TIGI, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Service Providers, IREIC or any of their respective representatives which is contained or incorporated by reference in the Proxy StatementStockholder specifically for use therein.

Proxy Statement. None of the The --------------------------------------- information supplied or to be supplied by the Company ▇▇▇▇▇▇▇▇▇▇ for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall not, at the time the S-4 Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) or 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite VoteTime, 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. Notwithstanding the foregoing, The information to be supplied by ▇▇▇▇▇▇▇▇▇▇ for inclusion in the Proxy Statement willwill not, on the date of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to ▇▇▇▇▇▇▇▇▇▇'▇ stockholders, at the time of the Stockholders ▇▇▇▇▇▇▇▇▇▇ Stockholders' Meeting, and at the Effective Time, contain any statement that, in light of the circumstances under which it is made, is false or misleading with respect to any material fact, omits to state any material fact necessary in order to make the statements made therein not false or misleading, or omits 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 that has become false or misleading. If at any time prior to the Effective Time, any event relating to ▇▇▇▇▇▇▇▇▇▇ or any of its affiliates, officers or directors is discovered by ▇▇▇▇▇▇▇▇▇▇ that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, ▇▇▇▇▇▇▇▇▇▇ will promptly inform COFI, and such amendment or supplement will be promptly filed with the SEC and, as required by law, disseminated to the stockholders of ▇▇▇▇▇▇▇▇▇▇. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇▇▇ makes no representation or warranty with respect to any information supplied by COFI that is contained in the Registration Statement or the Proxy Statement. The Proxy Statement will (with respect to ▇▇▇▇▇▇▇▇▇▇) comply as to form in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy Statement.

Proxy Statement. None (i) The Company, with the assistance of Parent, shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement, but in any event within twenty (20) Business Days after the date of this Agreement, a proxy statement in preliminary form relating to the Company Shareholders Meeting (such proxy statement, including any amendments or supplements thereto, the “Proxy Statement”). Except under the circumstances expressly otherwise permitted by Section 7.2, the Proxy Statement shall include the Company Recommendation. (ii) The Company shall ensure that (A) the Proxy Statement will comply in all material respects with the provisions of the Exchange Act and (B) none of the information supplied by it, any of its controlled Affiliates or to be supplied by the Company their respective Representatives for inclusion or incorporation by reference in the Registration Proxy Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplementwill, at the time such post-effective amendment or supplement becomes effective) or at the Effective Time contain any untrue statement date of a material fact or omit mailing to state any material fact required to be stated therein or necessary in order to make the statements therein, in light shareholders of the circumstances under which they were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders MeetingCompany, at the time of the Company Requisite VoteShareholders Meeting or of filing with the SEC (as applicable), 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 were made, not misleading. Notwithstanding ; provided, however, that (1) the foregoingCompany assumes no responsibility with respect to information supplied by or on behalf of Parent, its controlled Affiliates or their respective Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules (2) Parent and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes Merger Sub assume no representation or warranty responsibility with respect to any information supplied by Parent or Merger Sub on behalf of the Company, its controlled Affiliates or any of their respective representatives which is contained Representatives for inclusion or incorporated incorporation by reference in the Proxy Statement. (iii) If at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, any of their respective Affiliates or their respective Representatives, should be discovered by a Party, which information should be set forth in an amendment or supplement to the Proxy Statement, so that either the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall as promptly as practicable following such discovery notify the other Party or Parties (as the case may be) and after such notification the Company shall (A) prepare (with the assistance of Parent) an amendment or supplement to the Proxy Statement and (B) cause the Proxy Statement as so amended or supplemented reasonably practicably thereafter to be filed with the SEC and to be disseminated to its shareholders, in each case, as and to the extent required by applicable Law. (iv) The Company shall (A) provide Parent and its outside legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement and other documents and communications related to the Company Shareholders Meeting prior to filing, furnishing or delivering such documents with the applicable Governmental Entity and dissemination of such documents to the Company’s shareholders and (B) consider in good faith for inclusion in the Proxy Statement and such other documents and communications related to the Company Shareholders Meeting (including with respect to any comment letters from the SEC) all comments reasonably proposed by Parent and its outside legal counsel and the Company agrees that all information relating to Parent, its Affiliates and their respective Representatives included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably; provided, that the Company shall not have such obligations with respect to any Proxy Statement and other documents and communications relating to a Change of Recommendation made in accordance with Section 7.2. The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional material information and shall promptly provide to Parent copies of all written correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the definitive Proxy Statement to be mailed to the holders of Shares as promptly as practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to be sent to the stockholders of the Company in connection with Company, as the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Votecase may be, 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. Notwithstanding Neither the foregoingproxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), --------------- shall, at the date the Proxy Statement will(or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders MeetingStockholders' Meeting and at the Effective Time, comply as to form contain any statement which, at the time and in all material respects with the requirements light of the Exchange Act and circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the rules and regulations promulgated thereunderstatements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Parent, Purchaser or any of their respective Parent's or Purchaser's representatives which is contained or incorporated by reference for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy StatementStatement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied writing by the Company for inclusion in the proxy statement Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to be sent to the stockholders of the Company in connection with Company, as the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Votecase may be, 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. Notwithstanding Neither the foregoingproxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the date the Proxy Statement will(or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders MeetingStockholders' Meeting and at the Effective Time, comply as to form contain any statement which, at the time and in all material respects with the requirements light of the Exchange Act and circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the rules and regulations promulgated thereunderstatements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Parent, Purchaser or any of their respective Parent's or Purchaser's representatives which is contained or incorporated by reference for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy StatementStatement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Neither the Proxy Statement (other than with respect to information contained in the Proxy Statement that is provided to the Company by Parent for inclusion in the Proxy Statement) nor any of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 Schedule 13e-3, together with any amendments or any amendment or supplement thereto pursuant to which Parent Shares issuable supplements thereto, will (i) in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 case of the circumstances under which they were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Votemailing of the Proxy Statement, at the time of the Stockholder Meeting 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 were are made, not misleading. Notwithstanding , and (ii) in the foregoing, case of information supplied by the Proxy Statement willCompany for inclusion or incorporation by reference in the Schedule 13e-3, at the time its filing, 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 not misleading. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its Subsidiaries shall occur which is required at that time to be described in the Proxy Statement or the Schedule 13e-3, such event shall be so described, and, in the case of the Stockholders MeetingProxy Statement, comply as to form in all material respects an appropriate amendment or supplement shall be promptly filed with the requirements SEC and, as required by law, disseminated to the stockholders of the Exchange Act and Company, and, in the rules and regulations promulgated thereunder. Notwithstanding case of the foregoingSchedule 13e-3, the Company makes no representation or warranty with respect to any information supplied by shall promptly notify Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy Statementsuch event.

Proxy Statement. None of the The information supplied or to be supplied by the Company for inclusion in Parent’s proxy statement (such proxy statement as amended or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant supplemented is referred to which Parent Shares issuable in the Merger will be registered with the SEC (herein as the “S-4Proxy Statement”) shall not at the time the S-4 Proxy Statement is declared effective by filed with the SEC (or, with respect to any post-effective amendment or supplement, and at the time such post-it becomes effective amendment or supplement becomes effective) or at under the Effective Time Securities Act, 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 were not, therein not misleading. None of the The information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent delivered to the Parent’s stockholders of the Company in connection with the Stockholders Meeting meeting of Parent’s stockholders to consider the approval of this Agreement (such proxy statement as amended or supplemented, the “Proxy StatementParent Stockholders’ Meeting”) shallshall not, on the date the Proxy Statement is first mailed to the stockholders of the Company Parent’s stockholders, and during the pendency of the Stockholders Meeting, at the time of the Company Requisite VoteParent 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 were are made, not false or misleading; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders’ Meeting which has become false or misleading. Notwithstanding If at any time prior to the foregoingEffective Time, any event relating to the Company or any of its affiliates, officers or managers should be discovered by the Company which should be set forth in a supplement to the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoingStatement, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy Statementshall promptly inform Parent.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to be sent to the stockholders of the Company in connection with Company, as the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Votecase may be, 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. Notwithstanding Neither the foregoingproxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the date the Proxy Statement will(or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders MeetingStockholders' Meeting and at the Effective Time, comply as to form contain any statement which, at the time and in all material respects with the requirements light of the Exchange Act and circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the rules and regulations promulgated thereunderstatements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies, if any, for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Parent, Purchaser or any of their respective Parent's or Purchaser's representatives which is contained or incorporated by reference for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy StatementStatement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the The proxy statement to be sent to the stockholders shareholders of the Company in connection with the Stockholders Shareholders’ Meeting (as defined below) (such proxy statement statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) shall), on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, shall not 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 were made, not false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders’ Meeting which have become false or misleading. Notwithstanding The Statement on Schedule 13E-3 (such Statement, as amended or supplemented, is being referred to herein as the foregoing“Schedule 13E-3”), to be filed by the Company concurrently with the filing of the Proxy Statement willStatement, at shall not 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 time statements therein, in light of the Stockholders Meetingcircumstances under which they were made, not false or misleading. The Proxy Statement and Schedule 13E-3, insofar as each relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion or incorporation by reference therein, will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunderthereunder and other applicable law. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied in writing by Parent or Merger Sub Acquiror or any of their respective representatives which is contained or incorporated by reference Acquiror’s Representatives for inclusion in the Proxy Statement.

Proxy Statement. None of As soon as practicable after the date --------------- hereof, the Purchaser shall take commercially reasonable steps to promptly prepare, file with the SEC and mail the Proxy Statement to Purchaser's shareholders. The Purchaser represents and warrants, as to all information supplied or to be contained in the Proxy Statement which is not supplied by the Company Seller for inclusion or incorporation by reference in therein, that such information, at the Registration date the Proxy Statement on Form S-4 or any amendment or supplement thereto pursuant is mailed to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall shareholders of Purchaser and at the time of the S-4 is declared effective by the SEC (orShareholder Meeting, will not be false or misleading with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) or at the Effective Time contain any untrue statement of a material fact contained therein, or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were not, therein not misleading. None of The Seller represents and warrants, as to all information contained in the information supplied or to be Proxy Statement which is expressly supplied by the Company Seller for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (therein, that such proxy statement as amended or supplementedinformation, the “Proxy Statement”) shall, on at the date the Proxy Statement is first mailed to the stockholders shareholders of the Company Purchaser and during the pendency of the Stockholders Meeting, at the time of the Company Requisite VoteShareholder Meeting, contain will not be false or misleading with respect to any untrue statement of a material fact contained therein, or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Notwithstanding the foregoing, The Seller will have no obligation to supply any information expressly for inclusion in the Proxy Statement willother than the Financial Statements, at and the time of Seller may require that the Stockholders Meeting, comply Proxy Statement include reasonable disclaimers as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy StatementSeller's liability.

Proxy Statement. None If a Proxy Statement is required for the consummation of the information supplied or to be supplied Merger under applicable law, the Proxy Statement will comply in all material respects with the Exchange Act, except that no representation is made by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to information supplied by or on behalf of Parent or any post-effective amendment or supplement, at affiliate of Parent specifically for inclusion in the time such post-effective amendment or supplement becomes effective) 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 were not, not misleadingProxy Statement. None of the information supplied or to be supplied by the Company specifically for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) Statement shall, on at the date time the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, or at the time of the Company Requisite VoteStockholder 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 were made, not misleading. Notwithstanding the foregoing; provided, the Proxy Statement willhowever, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, that the Company makes no representation or warranty with respect as to any of the information relating to and supplied by or on behalf of Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference and Purchaser specifically for inclusion in the Proxy Statement. The letter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be distributed to stockholders in connection with the Merger, or any schedule required to be filed with the SEC in connection therewith, together with any amendments or supplements thereto, are collectively referred to herein as the "Proxy Statement." If, at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors is discovered by the Company that shall be set forth in a supplement to the Proxy Statement, the Company will promptly inform Parent and Purchaser and prepare, file and disseminate such supplement as may be required by applicable law.

Proxy Statement. None of the The information supplied or to be supplied by the Company for inclusion in Parent’s proxy statement (such proxy statement as amended or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant supplemented is referred to which Parent Shares issuable in the Merger will be registered with the SEC (herein as the “S-4Proxy Statement”) shall not at the time the S-4 Proxy Statement is declared effective by filed with the SEC (or, with respect to any post-effective amendment or supplement, and at the time such post-it becomes effective amendment or supplement becomes effective) or at under the Effective Time Securities Act, 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 were not, therein not misleading. None of the The information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting meeting of Parent’s stockholders to consider the approval of this Agreement (such proxy statement as amended or supplemented, the “Proxy StatementParent Stockholders’ Meeting”) shallshall not, on the date the Proxy Statement is first mailed to the stockholders of the Company Parent’s stockholders, and during the pendency of the Stockholders Meeting, at the time of the Company Requisite VoteParent 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 were are made, not false or misleading; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders’ Meeting which has become false or misleading. Notwithstanding If at any time prior to the foregoingEffective Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in a supplement to the Proxy Statement, the Proxy Statement will, at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderCompany shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives Person other than the Company which is contained or incorporated by reference in any of the Proxy Statementforegoing documents.

Proxy Statement. None of Neither the Schedule 14D-9 nor any information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to be sent to the stockholders of the Company in connection with Company, as the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Votecase may be, 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. Notwithstanding Neither the foregoingproxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the date the Proxy Statement will(or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders MeetingStockholders' Meeting and at the Effective Time, comply as to form contain any statement which, at the time and in all material respects with the requirements light of the Exchange Act and circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the rules and regulations promulgated thereunderstatements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Parent, Purchaser or any of their respective Parent's or Purchaser's representatives which is contained or incorporated by reference for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy StatementStatement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Registration Proxy Statement on Form S-4 or (including any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”and any document incorporated or referenced therein) shall will, at the time the S-4 Proxy Statement is declared effective by filed with the SEC (or, with respect to any post-effective amendment or supplementSEC, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement it is first mailed to the stockholders holders of the Company and during the pendency of the Stockholders MeetingShares, at the time the holders of Shares vote on the Company Requisite Voteadoption of this Agreement or at the time any amendment or supplement thereto is 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 the light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied by or on behalf of Parent, Merger Sub, or any Affiliate of Parent or Merger Sub in writing specifically for inclusion in the Proxy Statement. The Proxy Statement will, at the time the Proxy Statement is filed with the SEC, at the time it is mailed to the holders of Shares, at the Stockholders Meetingtime the holders of Shares vote on the adoption of this Agreement or at the time any amendment or supplement thereto is filed with the SEC, comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing“Affiliate” of a Person shall mean a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company makes no representation first mentioned Person. “Control,” “controlled by” and “under common control with” means the possession, directly or warranty with respect indirectly or as trustee or executor, of the power to any information supplied direct or cause the direction of the management policies of a Person, whether through the ownership of stock, as trustee or executor, by Parent contract or Merger Sub credit arrangement or any of their respective representatives which is contained or incorporated by reference in the Proxy Statementotherwise.

Proxy Statement. None of As soon as reasonably practicable after the information supplied date hereof, Jeff▇▇▇▇▇ ▇▇▇ll prepare or cause to be supplied prepared a Proxy Statement for use in connection with the Shareholders' Meeting. Jeff▇▇▇▇▇ ▇▇▇ll provide to the Company and its counsel reasonable opportunity to review and comment upon the Proxy Statement prior to the time it is first sent or given to shareholders of Jefferson or filed in preliminary form with any Regulatory Authority. Except as to any information concerning the Company or Acquisition that is included in the 43 49 Proxy Statement and that is provided in writing to Jefferson by the Company or its counsel specifically for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to Proxy Statement, for which Parent Shares issuable in information the Merger will Company and Acquisition shall be registered with solely responsible, Jeff▇▇▇▇▇ ▇▇▇ll ensure that the SEC (the “S-4”) shall Proxy Statement, at the time it is first sent or given to shareholders of Jefferson and at all times to and including the S-4 Shareholders' Meeting, is declared effective by the SEC (or, not false or misleading with respect to any post-effective amendment or supplementmaterial fact, at the time such post-effective amendment or supplement becomes effective) or at the Effective Time contain any untrue statement of a material fact or that it does not 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, 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 were made, not misleading. Notwithstanding , and that it does not omit to state any material fact required to be stated therein, and, in the foregoing, the Proxy Statement will, case of any amendment thereof or supplement thereto (at the time it is first sent or given and at all times to and including the Shareholders' Meeting), that such supplement or amendment is not false or misleading with respect to any material fact, and that it does not omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders Meeting, Jefferson Shareholders' Meeting and that it does not omit to state any material fact required to be stated therein. All documents Jeff▇▇▇▇▇ ▇▇ responsible for preparing for filing or filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Proxy Statementapplicable law.

Proxy Statement. None (a) As promptly as reasonably practicable, and in any event within twenty (20) Business Days, after the date of this Agreement, the Company shall prepare and file with the SEC a preliminary proxy statement relating to the Stockholders Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Unless there is a Change of Recommendation in accordance with Section 5.2, the Proxy Statement shall include the recommendation of the Company Board that the stockholders of the Company vote in favor of the adoption of this Agreement in accordance with the DGCL (the “Company Recommendation”). The Company agrees that at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting: (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by it or to be supplied by the Company any of its Subsidiaries for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) 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 were not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the time of the Company Requisite Vote, 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 were made, not misleading. Notwithstanding ; provided, that no representation or warranty is made by the foregoing, Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in specifically for inclusion or incorporation by reference in the Proxy Statement willStatement. Parent agrees to provide or cause to be provided all information with respect to itself, its Subsidiaries and its Representatives as may be reasonably requested by the Company for inclusion in the Proxy Statement, and that, at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, comply as to form in all material respects with the requirements none of the Exchange Act and information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the rules and regulations promulgated thereunder. Notwithstanding Proxy Statement 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 foregoingstatements therein, in light of the Company makes circumstances under which they were made, not misleading; provided, that no representation or warranty with respect to any information supplied is made by either Parent or Merger Sub with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of their respective representatives which is contained the Company specifically for inclusion or incorporated incorporation by reference in the Proxy Statement. (b) The Company shall promptly, following its or its legal counsel’s receipt thereof, inform Parent of any and all comments (written or oral) of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information, and the Company shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or filings as may be necessary in connection therewith. Each of the Company and Parent agrees to promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in this Section 5.3(b), mailed to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. The Company shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (c) Subject to applicable Law, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent.