Common use of Proxy Statement; Other Information Clause in Contracts

Proxy Statement; Other Information. None of the information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement, the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) and any other document filed with the SEC by the Company in connection with the Merger (collectively, with any amendments or supplements to any of the foregoing, the “SEC Filings”) will, (i) at the time of the mailing to the shareholders of the Company, (ii) at the time of the Company Meeting, (iii) at the time of any amendments of or supplements to the SEC Filings and (iv) as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation is made by the Company with respect to information supplied by any of the Contributing Shareholders, Parent, Merger Sub or any Affiliate (excluding the Company) of the Contributing Shareholders, Parent or Merger Sub for inclusion in such SEC Filings. The SEC Filings made by the Company will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. The letter to shareholders, notice of meeting, proxy statement/prospectus, forms of proxy and any other soliciting materials to be distributed to the shareholders of the Company or to be filed with the SEC in connection with the Merger and the transactions contemplated thereby or in connection with seeking the adoption of this Agreement and the consummation of the transactions contemplated hereby, as amended or supplemented from time to time, are collectively referred to herein as the “Proxy Statement.”

Proxy Statement; Other Information. None The proxy statement, the letter to stockholders, notice of meeting and the form of proxy accompanying the proxy statement that will be provided to the Company Stockholders in connection with the solicitation of proxies for use at the Company Stockholder Meeting (collectively, as each may be amended or supplemented, the “Proxy Statement”) to be filed by the Company with the SEC will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. Neither the Proxy Statement nor any of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement, the Rule 13e-3 Transaction Statement 13E-3 transaction statement on Schedule 13E-3 to be filed by Parent with the SEC concurrently with each filing of the Proxy Statement (including any amendments or supplements thereto and any other document incorporated or referenced therein, the “Schedule 13E-3”) and will contain any other document statement which, at the time the Proxy Statement or the Schedule 13E-3, as applicable, is filed with the SEC by the Company in connection with the Merger (collectivelySEC, with any amendments or supplements to any of the foregoing, the “SEC Filings”) will, (i) at the time of the mailing Proxy Statement is first sent to the shareholders of the Company, (ii) Company Stockholders or at the time of the Company Stockholder Meeting, (iii) at the time of any amendments of or supplements to the SEC Filings and (iv) as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the Schedule 13E-3, the Proxy Statement, the solicitation of a proxy for such Company Stockholder Meeting or the subject matter hereof which has become false or misleading; provided provided, however, that no representation or warranty is made by the Company with respect to information supplied by any of the Contributing Shareholders, Parent, Merger Parent or Acquisition Sub or any Affiliate (excluding the Company) of the Contributing Shareholderstheir directors, Parent officers, employees, Affiliates, agents or Merger Sub other representatives for inclusion or incorporation by reference in such SEC Filings. The SEC Filings made by the Company will comply in all material respects with Proxy Statement or the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. The letter to shareholders, notice of meeting, proxy statement/prospectus, forms of proxy and any other soliciting materials to be distributed to the shareholders of the Company or to be filed with the SEC in connection with the Merger and the transactions contemplated thereby or in connection with seeking the adoption of this Agreement and the consummation of the transactions contemplated hereby, as amended or supplemented from time to time, are collectively referred to herein as the “Proxy StatementSchedule 13E-3.”

Proxy Statement; Other Information. None of the information supplied by the Company for inclusion ---------------------------------- included or incorporation incorporated by reference in the Proxy Statementletter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement (including, without limitation, the proxy or information statement containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 Transaction Statement on and Schedule 13E-3 (under the “Schedule 13E-3”) and any other document filed with Exchange Act), as the SEC by case may be, to be distributed to stockholders of the Company in connection with the Merger Merger, or any schedules required to be filed with the SEC in connection therewith (collectivelycollectively referred to herein as the "Proxy Statement"), with any amendments if --------------- required, except information supplied by Parent or supplements Sub in writing for inclusion in the Proxy Statement or in such schedules (as to any of which the foregoingCompany makes no representation), the “SEC Filings”) will, (i) at the time of the mailing to the shareholders of the Company, (ii) at the time of the Company Meeting, (iii) at the time of any amendments of or supplements to the SEC Filings and (iv) as of the Effective Timedate the Proxy Statement is first mailed to such stockholders, and on the date of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no . No representation is made by the Company with respect to any forward-looking information which may have been supplied by any of the Contributing Shareholders, Parent, Merger Sub or any Affiliate (excluding the Company) of the Contributing Shareholders, Parent or Merger Sub for inclusion in such SEC Filings. The SEC Filings made by the Company whether or not included in the Proxy Statement. The Proxy Statement will comply (at the time of its mailing) as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. The letter Company will promptly correct any statements in the Proxy Statement that to shareholders, notice of meeting, proxy statement/prospectus, forms of proxy its knowledge have become false or misleading and any other soliciting materials take all steps necessary to be distributed to the shareholders of the Company or cause such Proxy Statement as so corrected to be filed with the SEC in connection with and disseminated to the Merger and the transactions contemplated thereby or in connection with seeking the adoption of this Agreement and the consummation stockholders of the transactions contemplated hereby, as amended or supplemented from time to time, are collectively referred to herein as the “Proxy StatementCompany in accordance with applicable law.”

Proxy Statement; Other Information. None of the information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement, the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) and any other document filed with the SEC by the Company in connection with the Merger (collectively, with any amendments or supplements to any of the foregoing, the “SEC Filings”) will, (i) at the time of the mailing to the shareholders stockholders of the Company, (ii) Company or at the time of the Company Meeting, (iii) Meeting or at the time of any amendments of thereof or supplements to the SEC Filings and (iv) as of the Effective Timethereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation is made by the Company with respect to information supplied by any of the Contributing ShareholdersStockholders, Parent, Merger Sub or any Affiliate (excluding the Company) of the Contributing Shareholders, Parent or Merger Sub for inclusion in such SEC FilingsFiling. The SEC Filings made by the Company will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. The letter to shareholdersstockholders, notice of meeting, proxy statement/prospectus, forms of proxy and any other soliciting materials to be distributed to the shareholders stockholders of the Company or to be filed with the SEC in connection with the Merger and the transactions contemplated thereby or to be filed with the SEC in connection with seeking the adoption of this Agreement and the consummation of the transactions contemplated hereby, as amended or supplemented from time to time, hereby are collectively referred to herein as the “Proxy Statement.”

Proxy Statement; Other Information. None Subject to the last sentence of this Section 4.8, the information supplied by the Company for inclusion or incorporation by reference in the proxy statement (such Proxy Statement, as amended or supplemented, the Rule 13e-3 Transaction Statement “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the stockholders of the Company and the transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, the “Schedule 13E-3”) and any other document to be filed with the SEC by with respect to the Company in connection Merger will not, at the respective times when such are filed with the Merger (collectively, with any amendments SEC or supplements are first mailed to any the stockholders of the foregoingCompany, as the “SEC Filings”) willcase may be, (i) or at the time of the mailing to the shareholders of the Company, (ii) at the time of the Company Meeting, (iii) at the time of any amendments of or supplements to the SEC Filings and (iv) as of the Effective Time, 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 were are made, not misleading; provided that . The Proxy Statement and the Schedule 13E-3 will each comply as to form in all material respects as of the date of its first use with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation is made or incorporated by reference therein by the Company with respect to statements made based on information supplied supplied, or required to be supplied, by any or on behalf of the Contributing Shareholders, Parent, Merger Sub Sub, the Rollover Stockholders or any Affiliate (excluding the Company) of the Contributing Shareholders, Parent their respective Affiliates or Merger Sub Representatives for inclusion or incorporation by reference therein in such SEC Filings. The SEC Filings made by the Company will comply in all material respects with Proxy Statement or the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. The letter to shareholders, notice of meeting, proxy statement/prospectus, forms of proxy and any other soliciting materials to be distributed to the shareholders of the Company or to be filed with the SEC in connection with the Merger and the transactions contemplated thereby or in connection with seeking the adoption of this Agreement and the consummation of the transactions contemplated hereby, as amended or supplemented from time to time, are collectively referred to herein as the “Proxy StatementSchedule 13E-3.”

Proxy Statement; Other Information. None of the information supplied by the Company for inclusion ---------------------------------- included or incorporation incorporated by reference in the Proxy Statementletter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement (including, without limitation, the proxy or information statement containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 Transaction Statement on and Schedule 13E-3 (under the “Schedule 13E-3”) and any other document filed with Exchange Act), as the SEC by case may be, to be distributed to stockholders of the Company in connection with the Merger Merger, or any schedules required to be filed with the SEC in connection therewith (collectivelycollectively referred to herein as the "Proxy Statement"), with any amendments if ---------------- required, except information supplied by Parent or supplements Sub in writing for inclusion in the Proxy Statement or in such schedules (as to any of which the foregoingCompany makes no representation), the “SEC Filings”) will, (i) at the time of the mailing to the shareholders of the Company, (ii) at the time of the Company Meeting, (iii) at the time of any amendments of or supplements to the SEC Filings and (iv) as of the Effective Timedate the Proxy Statement is first mailed to such stockholders, and on the date of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no . No representation is made by the Company with respect to any forward-looking information which may have been supplied by any of the Contributing Shareholders, Parent, Merger Sub or any Affiliate (excluding the Company) of the Contributing Shareholders, Parent or Merger Sub for inclusion in such SEC Filings. The SEC Filings made by the Company whether or not included in the Proxy Statement. The Proxy Statement will comply (at the time of its mailing) as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. The letter Company will promptly correct any statements in the Proxy Statement that to shareholders, notice of meeting, proxy statement/prospectus, forms of proxy its knowledge have become false or misleading and any other soliciting materials take all steps necessary to be distributed to the shareholders of the Company or cause such Proxy Statement as so corrected to be filed with the SEC in connection with and disseminated to the Merger and the transactions contemplated thereby or in connection with seeking the adoption of this Agreement and the consummation stockholders of the transactions contemplated hereby, as amended or supplemented from time to time, are collectively referred to herein as the “Proxy StatementCompany in accordance with applicable law.”