Common use of Proxy Statement Clause in Contracts

Proxy Statement. None of the information supplied or to be supplied by Buyer for inclusion or incorporation by reference in the Proxy Statement will, as of the date the Proxy Statement is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the The information supplied by Parent, Acquisition Sub or to be supplied by Buyer any of their respective Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement willwill not, as of at the date time the Proxy Statement is filed with the SEC, at the time the Proxy Statement is first mailed sent to the stockholders of the Company and as of Stockholders or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Purchaser for inclusion or incorporation by reference in the Proxy Statement will, as of the date the Proxy Statement is first mailed to the stockholders time of the Company its mailing and as of the time of the meeting of the stockholders of the Company Company's shareholders in connection with the transactions contemplated herebytherewith, and as amended or supplemented by Purchaser, will 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 therein, in light of the circumstances under which they are made, contained therein not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer the Investor in writing for inclusion or incorporation by reference in the Proxy Statement willshall, as of at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied by Parent or to be supplied by Buyer Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders shareholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySpecial Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the stockholders shareholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer the Company for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySpecial Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all respects with the Exchange Act and the rules and regulations thereunder.

Proxy Statement. None of the information supplied or to be supplied in writing by Buyer or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement time it is first mailed to the stockholders Company’s shareholders, at the time of the Company any amendments or supplements thereto, and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None Each Investor shall provide such information as the Company reasonably requests for inclusion in the Proxy Statement and none of the information supplied or to be supplied by Buyer the Investor specifically for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied by Parent, Merger Sub or to be supplied by Buyer their officers, directors, representatives, agents or employees expressly for inclusion or incorporation by reference in the Proxy Statement will, as of on the date the Proxy Statement is first mailed sent to the stockholders of the Company and as of Stockholders or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Parent or Purchaser for inclusion or incorporation by reference in the Proxy Statement willStatement, as of if required, at the date the such Proxy Statement is first mailed to the stockholders of the Company Company, and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders Meeting, if required, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied by Investor, Parent or to be supplied by Buyer Sub specifically for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySpecial Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the The information supplied or to be supplied by Buyer the Purchasers in writing specifically for inclusion or incorporation by reference in the Proxy Statement willwill not, as of at the date the Proxy Statement is first mailed to the Company's stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the All information supplied or to be supplied by Buyer for inclusion or incorporation by reference included in the Proxy Statement will(as defined in Section 8.3) furnished by or relating to Purchaser and its Affiliates will not, as of at the date of mailing of the Proxy Statement is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyCompany, 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 therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer any of the Acquired Corporations for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed of mailing to the stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the The information supplied by Parent or to be supplied by Buyer the Purchaser for inclusion or incorporation by reference in the Proxy Statement will(and any amendment thereof) will not, as of at the date the Proxy Statement is first mailed to the stockholders of the Company Company’s shareholders and as of at the time of the meeting of the stockholders of the Company Company’s shareholders to be held in connection with the transactions contemplated herebyMerger, 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 the information supplied by Parent or to be supplied by Buyer Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySpecial Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the All information supplied or to be supplied by Buyer for inclusion or incorporation by reference included in the Proxy Statement will(as defined in Section 5.3) furnished by such Purchaser will not, as of at the date of mailing of the Proxy Statement is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyCompany, 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 therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied by Parent, Merger Sub or to be supplied by Buyer the Guarantor for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders shareholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Company for inclusion or incorporation by reference in the Proxy Statement thereto will, as of at the date the Proxy Statement is first mailed of mailing to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated hereby, 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 the light of the circumstances under which they are such statement was made, not misleading.

Proxy Statement. None of the information supplied contained or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement will, as of on the date the Proxy Statement on which it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided that the Company makes no representation regarding information provided in writing by Parent or its Subsidiaries for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Proxy Statement. None of the information supplied included or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement that is based on information supplied by Parent, Merger Sub or any of their respective Affiliates expressly for inclusion in the Proxy Statement, will, as of at the date the Proxy Statement it is first mailed to the stockholders of the Company and as of Stockholders or at the time of the meeting Company Stockholders Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany 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 made therein, in the light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer for inclusion or incorporation by reference in the Proxy Statement will, as of the date Statements will cause the Proxy Statement is Statements, when first mailed to the holders of the Trust Preferred Securities and the stockholders of the Company Seller and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySeller’s Stockholder Meeting, to contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer the Company in writing specifically for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyEffective 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 were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by or required to be provided by Parent or Merger Sub specifically for use in the Proxy Statement.

Proxy Statement. None of the information supplied by Parent, Merger Sub or to be supplied by Buyer their officers, directors, representatives, agents or employees for inclusion or incorporation by reference in the Proxy Statement will, as of on the date the Proxy Statement is first mailed sent to the stockholders of the Company and as of Company’s stockholders, at the time of the meeting of Company Stockholders Meeting or at the stockholders of the Company in connection with the transactions contemplated herebyEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Seller for inclusion or incorporation by reference in the Proxy Statement will, as of the date will cause the Proxy Statement is Statement, when first mailed to the stockholders shareholders of the Company Buyer and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyMeeting, to contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading."

Proxy Statement. None of the information supplied provided by Purchaser or to be supplied by Buyer its officers, directors, representatives, agents or employees specifically for inclusion or incorporation by reference in the Proxy Statement will, as of on the date the Proxy Statement is first mailed to the stockholders of the Company and as of Stockholders or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders Meeting, contain any untrue statement of a material fact fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None Except for information provided by the Purchaser in writing expressly for inclusion therein, none of the information supplied contained or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement will, as of the date the Proxy Statement is first mailed to the stockholders of the Company and as of will at the time of the meeting mailing thereof or of the stockholders of meeting at which the Company in connection with the transactions contemplated herebyShareholder Approval is to be obtained, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer the Investor in writing specifically for inclusion or incorporation by reference in the Proxy Statement willshall, as of at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Holdings or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Holdings and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Proxy Statement.

Proxy Statement. None of the The information supplied or to be supplied by Buyer for inclusion or incorporation by reference included in the Proxy Statement will, as for use relating to the Company Shareholder Approval or any of the amendments or supplements thereto (other than any information relating to Purchaser or Merger Sub) will not, at the date the Proxy Statement it is first mailed to the stockholders of the Company Company's shareholders and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders' Meeting, contain any untrue statement statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer for inclusion or incorporation by reference in the Proxy Statement willStatement, as of the date the Proxy Statement is first mailed to the stockholders of the Company Shareholders and as of the time of the meeting of the stockholders of the Company Shareholders in connection with the transactions contemplated hereby, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer such Investor in writing for inclusion or incorporation by reference in the Proxy Statement willshall, as of at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the The information supplied or to be supplied by Buyer the Purchaser Parties for inclusion or incorporation by reference in the Company Proxy Statement willshall not at the time filed with the SEC, as of at any time it is amended or supplemented, at the date the Proxy Statement time it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated hereby, 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 statement therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer such Investor for inclusion or incorporation by reference in the Proxy Statement will, as of the date will cause the Proxy Statement is Statement, when first mailed to the stockholders shareholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholder Meeting, to contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders shareholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied contained or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement will, as of on the date the Proxy Statement on which it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Proxy Statement. None of the The information supplied or to be supplied by Buyer Purchaser for inclusion or incorporation by reference in the Proxy Statement willshall not, as of on the date the Proxy Statement Statement, and any amendments or supplements thereto, is filed with the SEC or on SEDAR or is first mailed to the stockholders of the Company and as of Seller Shareholders or at the time of the meeting of the stockholders of the Company Special Meeting, in connection with the transactions contemplated herebyany such case, contain any Misrepresentation or untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of The information relating to Acquisition or Acquiror provided to the information supplied Company by Acquisition or to be supplied by Buyer Acquiror specifically for inclusion or incorporation by reference in the Proxy Statement will, as of at the date time the Proxy Statement is first mailed sent to the stockholders of the Company and as of stockholders, at the time of the meeting of Special Meeting or at the stockholders of the Company in connection with the transactions contemplated herebyEffective 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 made therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Acquiror or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date time the Proxy Statement is first mailed to the stockholders of Company, the time of the Company Meeting, and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Acquiror makes no representation or warranty with respect to any information supplied by Company which is contained in the Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied by Buyer for inclusion or incorporation by reference in the Proxy Statement will, as of required to be filed in connection with the date the Proxy Statement is first mailed to the stockholders of the Company and as of Transactions (or any amendment or supplement thereto) will at the time of the meeting mailing of the stockholders Proxy State-ment and at the time of the Company in connection with the transactions contemplated hereby, Company’s Stockholder Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None Except for information provided by the Purchaser in writing expressly for inclusion therein, none of the information supplied contained or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting Company Stockholders’ Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany 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 are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer the Company Equityholder for inclusion or incorporation by reference in the Proxy Statement thereto will, as of at the date the Proxy Statement is first mailed of mailing to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated hereby, 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 the light of the circumstances under which they are such statement was made, not misleading.

Proxy Statement. None of the All information supplied or to be supplied furnished by Buyer such Purchaser for inclusion or incorporation by reference in the Proxy Statement will, as of will not at the date of mailing of the Proxy Statement is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyCompany, 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 therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Purchaser for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the stockholders of the Company Company's shareholders and as of at the time of the meeting of the stockholders Company's shareholders held for the purpose of the Company in connection with the transactions contemplated herebyobtaining Shareholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Seller for inclusion or incorporation by reference in the Proxy Statement will, as of the date Statements will cause the Proxy Statement is Statements, when first mailed to the holders of the Trust Preferred Securities and the stockholders of the Company Seller and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySeller’s Stockholder Meeting, to contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or provided in writing by the Company to be supplied by Buyer for inclusion or incorporation by reference included in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the stockholders of the Company Buyer’s shareholders, and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyBuyer Shareholders Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied included or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Company Proxy Statement (as defined below) will, as of at the date the Proxy Statement it is first mailed to the Seller’s stockholders of the Company and as of or at the time of the meeting Company Stockholders Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany 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 made therein, in the light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer the Company for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed of mailing to the stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the The information supplied or to be supplied by Buyer Seller and the Company for inclusion or incorporation by reference in the Proxy Statement willshall not, as of on the date date(s) the Proxy Statement is first mailed to the stockholders of the Company Seller and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySeller Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. No representation or warranty is made by Seller with respect to any information supplied or to be supplied by Purchaser or any of its Affiliates expressly for inclusion in the Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied in writing by Buyer Investor for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the stockholders of the Company Company's shareholders and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySpecial Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied furnished by Parent or to be supplied by Buyer Purchaser expressly for inclusion or incorporation by reference in the Proxy Statement will, as of shall (a) at the date the Proxy Statement is first mailed to the stockholders holders of the Company and as Shares, (b) unless promptly corrected at any time during the pendency of the Stockholders' Meeting or (c) at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer --------------- Purchaser for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the stockholders of the Company Company's shareholders and as of at the time of the meeting of the stockholders Company's shareholders held for the purpose of the Company in connection with the transactions contemplated herebyobtaining Shareholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer or on behalf of Parent to the Company specifically for inclusion or incorporation by reference in the Proxy Statement will, as of at the date time the Proxy Statement is first mailed to the stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer such Investor in writing for inclusion or incorporation by reference in the Proxy Statement willshall, as of at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading.

Proxy Statement. None of the information supplied or to be supplied by Buyer Purchaser or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, as of the date the Proxy Statement is first mailed to the stockholders of the Company (and as of any amendments thereof and supplements thereto) will at the time of the meeting mailing of the stockholders Proxy Statement to the shareholders of Purchaser and at the time of the Company in connection with the transactions contemplated hereby, Shareholder Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.