Common use of Information in the Proxy Statement Clause in Contracts

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- StatementStatement (if any), if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's ’s stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser in writing expressly for inclusion in the Proxy Statementtherein. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's stockholders ’s shareholders and at the time of any meeting of Company stockholders shareholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied in writing by or on behalf of Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's ’s stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser in writing expressly for inclusion in the Proxy Statementtherein. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's stockholders and at the time of any meeting of Company the Company's stockholders to be held in connection with the MergerTransactions, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser Acquisition Sub expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or and supplement thereto), at the date mailed to the Company's ’s stockholders and at the time of any meeting of the Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company either of Parent or Sub other than with respect to statements made therein based on information supplied in writing by Parent or the Purchaser Company expressly for inclusion in the Proxy Statement. The Proxy Statement Statement, as to information supplied by either of Parent or Sub for inclusion therein, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's stockholders ’s shareholders and at the time of any meeting of Company stockholders shareholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if (including any (and any amendment thereof amendments or supplement supplements thereto), at the date mailed to the Company's ’s stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser in writing expressly for inclusion in the Proxy Statementtherein. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, Statement if any (and any amendment thereof or and supplement thereto), ) at the date mailed to the Company's stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement Statement, as to information supplied by the Company for inclusion therein, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date time it is first mailed to the Company's stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the MergerStockholder Meeting, will not contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading at the time and in light of the circumstances under which they are such statement is made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied in writing by Holdings, Parent or the Purchaser expressly Merger Sub specifically for inclusion in the Proxy Statementtherein. The Proxy Statement will comply comply, as of its mailing date, as to form in all material respects with all applicable Laws, including the provisions of the Exchange Securities Act and the rules and regulations thereunderExchange Act, except that no representation or warranty is made by the Company with respect to information supplied by Holdings, Parent or Merger Sub for inclusion therein.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any any, (and any amendment thereof or and supplement thereto), ) at the date mailed to the Company's ’s stockholders and at the time of any meeting of the Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser Sub expressly for inclusion in the Proxy Statement. The Proxy Statement Statement, as to information supplied by the Company for inclusion therein, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's ’s stockholders and at the time of any meeting of Company the Company’s stockholders to be held in connection with the Merger, 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 light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied in writing by or on behalf of the Parent or the Purchaser in writing expressly for inclusion in the Proxy Statement. The Proxy Statement (and any amendment thereof or supplement thereto) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderany other applicable federal securities Laws.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, will not contain (by inclusion therein or incorporation by reference) 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 is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion or incorporation by reference in the Proxy StatementStatement (or any amendment thereof or supplement thereto). The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's stockholders and at the time of any meeting of Company the Company's stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The proxy or information statement or similar materials to be delivered to the Company’s stockholders in connection with the Merger (the “Proxy ---------------------------------- Statement”), if any (and any amendment thereof or supplement thereto)at the time filed with the SEC, at the date mailed to the Company's ’s stockholders and at the time of any meeting of the Company stockholders to be held in connection with the MergerStockholder Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser Merger Sub expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any any, (and any amendment thereof or and supplement thereto), ) at the date mailed to the Company's ’s stockholders and at the time of any meeting of the Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser Sub expressly for inclusion in the Proxy Statement. The Proxy Statement Statement, as to information supplied by the Company for inclusion therein, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.. Parent and Sub hereby make the following representations and warranties to the Company:

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or and supplement thereto), at the date mailed to the Company's ’s stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof or supplement thereto), at the date mailed to the Company's ’s stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.