Common use of Proxy Statement Clause in Contracts

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub its Subsidiaries about Parent or its Affiliates for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement is filed, mailed, distributed or any amendment or supplement thereto is mailed disseminated, as applicable, to holders of Shares the Company’s shareholders and at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders the stockholders of Shares the Company and at the time of the Company MeetingStockholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements made information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders the shareholders of Shares the Company and at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements made information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub Subsidiary that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion or incorporation by reference use in the Company Proxy Statement Statement, will, at the date that the such Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company's stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub Subsidiary with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to therein supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Representatives expressly for inclusion or incorporation by reference thereinin the Company Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading or untrue (except that no representation or warranty is made by Parent or Merger Sub the Company with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company Parent specifically for inclusion or incorporation by reference therein). The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and other applicable Law.

Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion use or incorporation by reference in the Company Proxy Statement Statement, will, at the date that the such Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by the Company or on behalf of Company specifically for inclusion or incorporation by reference thereinits Representatives.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders the stockholders of Shares the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements made information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Proxy Statement. None of the The information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement will(and any amendment thereof) will not, at the date that the Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares the Company’s stockholders and at the time of the Company Meetingmeeting of the Company’s stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made included or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinthe Company.

Proxy Statement. None of the information supplied by or to be supplied by on behalf of Parent, Merger Sub or any Affiliate of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that times the Proxy Statement or is filed with the SEC, at the time any amendment or supplement thereto is filed with the SEC and, at the time the Proxy Statement is mailed to holders stockholders of Shares the Company and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Proxy Statement. None of the information supplied by Parent, Merger Sub or to be supplied by any Representative or Affiliate of Parent or Merger Sub in writing, expressly for inclusion or incorporation by reference in the Proxy Statement will, at the date that of filing with the SEC, at the time the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and or at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, no Neither Parent nor Merger Sub makes any representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated information supplied by reference any other Person that is included in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of each of Parent or and Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is first filed with the SEC, or at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not false or misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements statement made in the Proxy Statement based on information supplied by the Company or any of its Representatives which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement Statement, if any, will, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders the shareholders of Shares the Company and at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated in the Proxy Statement or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made information contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically or its Representatives expressly for inclusion or incorporation by reference thereinin the Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein).

Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion use or incorporation by reference in the Company Proxy Statement will, at the date that the time such Proxy Statement is filed with the SEC in definitive form, at the time it (or any amendment or supplement thereto thereto) is mailed first disseminated to holders of Shares and the Company’s stockholders, or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by the Company or on behalf of Company specifically for inclusion or incorporation by reference thereinits Representatives.

Proxy Statement. None of the information supplied with respect to Parent and Merger Sub or to be supplied by Parent or on behalf of Parent, Merger Sub or any of their respective Affiliates in writing specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date that the time such Proxy Statement or any amendment or supplement thereto is filed with the SEC, at the time it is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading. For the avoidance of doubt, no No representation or warranty is made by Parent or Parent, Merger Sub or any of their respective Affiliates with respect to any statements or omissions made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference therein.

Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion use or incorporation by reference in the Company Proxy Statement Statement, will, at the date that the such Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company's stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to therein supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinRepresentatives.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference therein).

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub with respect to any statements or omissions made or incorporated by reference in the Proxy Statement based on reliance upon and in conformity with information relating to the Company or any of its Subsidiaries furnished to Parent or to statements made therein based on information supplied Merger Sub in writing by the Company or on behalf of Company specifically its Representatives expressly for inclusion or incorporation by reference therein).

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating such portions thereof that relate expressly to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein).

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating such portions thereof that relate expressly to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein).

Proxy Statement. None of the information supplied or to be supplied by or on behalf of each of Parent or and Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is first filed with the SEC, at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or and Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinCompany.

Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion or incorporation by reference use in the Company Proxy Statement Statement, will, at the date that the such Company Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to therein supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Representatives expressly for inclusion or incorporation by reference thereinin the Company Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub with respect the Company to any statements or omissions made or incorporated by reference in the Proxy Statement based on reliance upon and in conformity with information relating to Parent and its Subsidiaries, including Merger Sub, furnished to the Company in writing by Parent or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Representatives expressly for inclusion or incorporation by reference therein). The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and any other applicable Law.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in the Proxy Statement will, at the date time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC, the date it is first mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Parent for inclusion or incorporation by reference therein). The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and other applicable Law.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub the Company with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company Parent specifically for inclusion or incorporation by reference therein). The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and other applicable Law.

Proxy Statement. None of the information supplied or to be supplied in writing by Parent or Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement will, at the date that time of the mailing of the Proxy Statement and any amendments or any amendment or supplement supplements thereto is mailed to holders of Shares and at the time of the Company Stockholder Meeting, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference thereinin any of such documents.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders the stockholders of Shares the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation any of its representatives which is contained or incorporated by reference thereinin the Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent Group Member, Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating such portions thereof that relate expressly to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein).

Proxy Statement. None of the The information supplied or relating to Parent and its Subsidiaries to be supplied provided by Parent or Parent, Merger Sub or any of their respective Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleadingmisleading at the time of the Company Shareholders Meeting and at the time of any amendment or supplement thereof. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company or any statements made of its Representatives or affiliates for use or incorporation by reference in the Proxy Statement and which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of each of Parent or and Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is first filed with the SEC, or at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not false or misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements statement made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf the Company or any of Company specifically for inclusion its Representatives which is contained or incorporation incorporated by reference thereinin the Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied in writing by Parent, Merger Sub or any Representative of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement Statement, if any, will, at the date that time such document is filed with the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company MeetingSEC, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, no representation The representations and warranties in this Section 5.05 do not apply to statements or warranty is made by Parent or Merger Sub with respect to any statements made omissions included or incorporated by reference in the Proxy Statement based on upon information relating to supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company Representatives in writing specifically for inclusion use or incorporation by reference therein.

Proxy Statement. None of the information supplied included or to be supplied by Parent or Merger Sub for inclusion or incorporation incorporated by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they are were made, not misleading. For , either at the avoidance date the Proxy Statement is first mailed to Parent’s stockholders, at the time of doubtthe Stockholders Meeting, or at the time of any amendment or supplement thereof; provided, however, that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied in writing (including electronically) by the Company, any Shareholder or on behalf any of Company specifically their Representatives or Affiliates in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed filed, mailed, distributed or disseminated to holders of Shares and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating such portions thereof that relate expressly to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein).

Proxy Statement. None of the The information supplied or to be supplied by or on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement willwill not, on the date the Proxy Statement is first mailed to the stockholders of the Company, at the date that the Proxy Statement or time of any amendment or of supplement thereto is mailed to holders of Shares and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, misleading (it being understood that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to supplied by the Company or any in connection with the preparation of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically the Proxy Statement for inclusion or incorporation by reference therein).

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating such portions thereof that relate expressly to the Company or any of its Subsidiaries Subsidiaries, or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein).

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, on each filing date, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, as applicable, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, false or misleading (except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating such portions thereof that relate expressly to the Company or any of its Subsidiaries Subsidiaries, or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein).

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein.

Proxy Statement. None of the information supplied or to be supplied in writing by Parent Parent, Holdings or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, on the date mailed to the shareholders of the Company, at the date that time of the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares Special Meeting, and at the time of the Company Meetingany amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading. For the avoidance of doubtmisleading except, in each case, that no representation or warranty is made by Parent Parent, Holdings or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company therein or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference therein.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that time the Proxy Statement or is filed with the SEC, at the time the Proxy Statement is mailed to the holders of Shares, at the time any amendment or supplement thereto is mailed to holders of Shares and filed with the SEC, or at the time of the Company Meeting, Stockholders’ Meeting contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they are made, not misleading. For Notwithstanding anything in the avoidance of doubtforegoing to the contrary, Parent and the Purchaser make no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically the Company, any of the Company’s Subsidiaries or any of their respective Affiliates or Representatives for inclusion (or incorporation by reference thereinreference) in the Proxy Statement.

Proxy Statement. None The Proxy Statement will comply as to form in all material respects with the requirements of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement willExchange Act and will not, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders of Shares Shares, at the time of any amendment thereof or supplement thereto and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading. For Notwithstanding the avoidance of doubtforegoing, the Company makes no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Parent or Merger Sub or any Affiliates thereof for inclusion or incorporation by reference thereinin the Proxy Statement.

Proxy Statement. None of The proxy statement relating to the information supplied Special Meeting (such proxy statement, as amended or supplemented from time to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in time, the “Proxy Statement Statement”) will, at the date that the Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares Company shareholders and at the time of the Company Special Meeting, not contain any untrue statement of a material fact or omit to state a any material fact required to be stated in the Proxy Statement or necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances in under which they are made, not misleading. For Notwithstanding the avoidance of doubtforegoing, the Company makes no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in in, or information omitted from, any of the Proxy Statement foregoing documents based on information relating to the Company or any of its Subsidiaries or to statements made therein based on and in conformity with information supplied in writing by or on behalf of Company specifically Parent or Merger Sub for inclusion or incorporation by reference therein.

Proxy Statement. None of the The information supplied or to be supplied by or on behalf of Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement willwill not, on the date the Proxy Statement is first mailed to the stockholders of the Company, at the date that the Proxy Statement or time of any amendment or of supplement thereto is mailed to holders of Shares and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, misleading (it being understood that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in in, or omissions from, the Proxy Statement based on information relating to supplied, or omitted, by the Company or any in connection with the preparation of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically the Proxy Statement for inclusion or incorporation by reference therein).

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub its Subsidiaries about Parent or its Affiliates for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement is filed, mailed, distributed or any amendment or supplement thereto is mailed disseminated, as applicable, to holders of Shares the Company’s stockholders and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Proxy Statement. None of the information supplied included or to be supplied by Parent or Merger Sub for inclusion or incorporation incorporated by reference in the Proxy Statement Statement, will, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders of Shares and the Company Stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made therein, in the light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub the Company with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by Parent, Merger Sub or on behalf any of Company specifically their respective Affiliates expressly for inclusion or incorporation by reference thereinin 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 or to be supplied by Parent or Merger Sub its Subsidiaries about Parent or its Affiliates for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement is filed, mailed, distributed 34 or any amendment or supplement thereto is mailed disseminated, as applicable, to holders of Shares the Company’s shareholders and at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in the Proxy Statement will, (and any amendment thereof or supplement thereto) at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders the stockholders of Shares the Company and at the time of the Company Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or Merger Sub the Company with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating supplied to the Company by Parent or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Representatives for inclusion or incorporation by reference thereinin the Proxy Statement.

Proxy Statement. None of the information supplied or to be supplied by or on behalf of each of Parent or and Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is filed with the SEC, or at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not false or misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements statement made in the Proxy Statement based on information supplied by the Company or any of its Representatives which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, misleading (except that no representation or warranty is made by Parent or Merger Sub the Company with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Parent or Merger Sub for inclusion or incorporation by reference therein). The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.