Common use of Information in the Offer Documents Clause in Contracts

Information in the Offer Documents. and the Schedule 14D-9. The information supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities laws and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in the Schedule 14D-9 based on information furnished by Parent or the Purchaser in writing expressly for inclusion therein.

Information in the Offer Documents. and the Schedule 14D-9. The information supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents (or the Schedule 14D-9, including any amendments thereof and any amendment thereof or supplement supplements thereto) , will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, 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 the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 14D-9, including any amendments thereof and supplements thereto, will comply as to form in all material respects with the provisions requirements of Rule 14d-9 of applicable Laws and, on the Exchange Act and any other applicable federal securities laws and will not, when date filed with the SEC, when distributed SEC and on the date first published or disseminated sent or given to the Company’s stockholders, and at the Expiration Date, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in the Schedule 14D-9 14D-9, including any amendments thereof and supplements thereto, based on information furnished by Parent or the Purchaser in writing Sub expressly for inclusion therein. The Company has obtained all necessary consents to permit the inclusion in its entirety, and a fair summary of the analysis underlying, the fairness opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated in the Schedule 14D-9, including any amendments thereof and supplements thereto.

Information in the Offer Documents. and the Schedule 14D-9. The information supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents (and any amendment thereof or supplement theretothereof) will not, when filed with the SEC, SEC or when first distributed or disseminated to the Company’s stockholders, and at the Expiration Date, stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities laws and will not, when filed with the SEC, SEC or when first distributed or disseminated to the Company’s stockholders, and at the Expiration Date, stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in the Schedule 14D-9 based on information furnished by Parent or the Purchaser in writing expressly for inclusion therein.

Information in the Offer Documents. and the Schedule 14D-9. The information supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, 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 the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal Federal securities laws Laws and will not, not when filed with the SEC, when SEC or distributed or disseminated to the Company’s stockholders, and at the Expiration Date, stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in the Schedule 14D-9 based on the information furnished by or on behalf of Parent or the Purchaser in writing expressly Merger Sub for inclusion therein; and provided that, if the Company amends the Schedule 14D-9, the fact of the filing of such amendment shall not, in and of itself, be deemed to mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter.

Information in the Offer Documents. and the Proxy Statement; ---------------------------------------------------- Schedule 14D-9. The information supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact other document required to be stated therein filed -------------- by Parent or necessary Purchaser with the SEC in order to make connection with the statements made therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 Offer will comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities laws and will notthe rules and regulations thereunder and, when on the date filed with the SEC, when distributed or disseminated SEC and on the date first mailed to the Company’s Company stockholders, and at the Expiration Date, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements is made in the Schedule 14D-9 based on information furnished by Parent or the Purchaser in writing expressly with respect to information furnished by the Company for inclusion in the Offer Documents. None of the information supplied by Parent or the Purchaser for inclusion or incorporation by reference in the Proxy Statement, if any, or the Schedule 14D-9 or any other SEC filing made by the Company in connection with the Offer will, at the date mailed to Company stockholders and, in the case of the Proxy Statement, if any, at the time 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 light of the circumstances under which they are made, not misleading.

Information in the Offer Documents. and the Schedule 14D-9. The Offer Documents shall not, when filed with the SEC, at any time such documents are amended or supplemented, and when first published, distributed or disseminated to the stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Purchaser with respect to statements made in the Offer Documents based on information furnished by the Company or its Representatives. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities Laws. The information supplied by the Company Parent or Purchaser in writing expressly for inclusion or incorporation by reference in the Offer Documents (and any amendment thereof or supplement thereto) will Schedule 14D-9 shall not, when filed with the SEC, at any time such document is amended or supplemented, and when first published, distributed or disseminated to the Company’s stockholders, and at the Expiration Dateholders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The Schedule 14D-9 will comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities laws and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in the Schedule 14D-9 based on information furnished by Parent or the Purchaser in writing expressly for inclusion therein.

Information in the Offer Documents. and the Schedule 14D-9. The information supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents (and any amendment thereof or supplement thereto) will shall not, when filed with the SEC, when first published, distributed or disseminated to the Company’s stockholders, shareholders and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 (and any amendment thereof or supplement thereto) will comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities laws Laws and will shall not, when filed with the SEC, when first published, distributed or disseminated to the Company’s stockholders, shareholders and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in the Schedule 14D-9 (and any amendment thereof or supplement thereto) based on information furnished by Parent or the Purchaser in writing expressly for inclusion therein.

Information in the Offer Documents. and the Schedule 14D-9. The information supplied by the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents (and any amendment thereof or supplement thereto) will shall not, when filed with the SEC, at any time such documents are amended or supplemented, and when first published, distributed or disseminated to the Company’s stockholders, holders of Shares and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities laws Laws and will shall not, when filed with the SEC, at any time such document is amended or supplemented, and when first published, distributed or disseminated to the Company’s stockholders, holders of Shares and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in the Schedule 14D-9 based on information furnished by Parent or the Purchaser or any of their Representatives in writing expressly for inclusion therein.

Information in the Offer Documents. and the Schedule 14D-9. The information supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, 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 the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities laws Laws and will not, not when filed with the SEC, when SEC or distributed or disseminated to the Company’s stockholders, and at the Expiration Date, stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in the Schedule 14D-9 based on the information furnished by or on behalf of Parent or the Purchaser in writing expressly Merger Sub for inclusion therein; and provided that, if the Company amends the Schedule 14D-9, the fact of the filing of such amendment shall not, in and of itself, be deemed to mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter.

Information in the Offer Documents. and the Schedule 14D-9. The information supplied by the Company either of Parent or Sub expressly for inclusion or incorporation by reference in the Offer Documents (or the Schedule TO, including any amendments thereof and any amendment thereof or supplement supplements thereto) , will not, when filed with as of the SEC, when distributed or disseminated to time of filing of the Company’s stockholders, Schedule TO and at the Expiration Datetime of dissemination of the Offer Documents, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 TO, including any amendments thereof and supplements thereto, will comply as to form in all material respects with the provisions of Rule 14d-9 of applicable Laws and, on the Exchange Act and any other applicable federal securities laws and will not, when date filed with the SEC, when distributed SEC and on the date first published or disseminated sent or given to the Company’s stockholders, and at the Expiration Date, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company neither of Parent or Sub makes no any representation or warranty with respect to statements made in the Schedule 14D-9 TO, including any amendments thereof and supplements thereto, based on information furnished by Parent or the Purchaser in writing Company expressly for inclusion therein.

Information in the Offer Documents. and the Schedule 14D-9. The information supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents (and any amendment thereof or supplement thereto) will shall not, when filed with the SEC, when first published, distributed or disseminated to the Company’s stockholders, stockholders and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 (and any amendment thereof or supplement thereto) will comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities laws Laws and will shall not, when filed with the SEC, when first published, distributed or disseminated to the Company’s stockholders, stockholders and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in the Schedule 14D-9 based on information furnished by Parent or the Purchaser in writing expressly for inclusion therein.