Common use of Proxy Statement; Other Information Clause in Contracts

Proxy Statement; Other Information. None of the information supplied by or on behalf of Parent or Merger Sub in writing and specifically for inclusion or incorporation by reference in the Proxy Statement will, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders of the Company or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 5.04 shall not apply to, and no representation is made by Parent or Merger Sub with respect to, statements or omissions included or incorporated by reference in the Proxy Statement based upon information supplied, or required to be supplied, by or on behalf of the Company or any of its Representatives for inclusion, use or incorporation by reference therein.

Proxy Statement; Other Information. None The proxy statement (including the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders of the information supplied by or on behalf of Parent or Merger Sub in writing and specifically for inclusion or incorporation by reference in the Proxy Statement willCompany will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders of the Company or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. The representations and warranties contained Company will cause the Proxy Statement to comply as to form in this Section 5.04 shall not apply to, and no all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by Parent or Merger Sub the Company with respect to, to statements or omissions included or incorporated by reference made in the Proxy Statement based upon on information supplied, or required to be supplied, by or on behalf of the Company Parent, Merger Sub or any of its Representatives their affiliates or advisors specifically for inclusion, use inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None The proxy statement (including the letter to stockholders, notice of meeting and form of proxy, the “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 information supplied by or on behalf of Parent or Merger Sub in writing and specifically for inclusion or incorporation by reference in the Proxy Statement willCompany will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. The representations and warranties contained Company will cause the Proxy Statement to comply in this Section 5.04 shall not apply to, and no all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by Parent or Merger Sub the Company with respect to, to statements or omissions included or incorporated by reference made in the Proxy Statement based upon on information supplied, or required to be supplied, by or on behalf of the Company Parent, Merger Sub or any of its Representatives their affiliates specifically for inclusion, use inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None The proxy statement (including the letter to stockholders, notice of meeting and form of proxy, as each may be amended or supplemented, the information supplied “Proxy Statement”) to be filed by or on behalf of Parent or Merger Sub the Company with the SEC in writing and specifically for inclusion or incorporation by reference in connection with seeking the Proxy Statement willCompany Stockholder Approval will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. The representations and warranties contained Company will cause the Proxy Statement to comply in this Section 5.04 shall not apply to, and no all material respects with the requirements of the Exchange Act applicable thereto. No representation is made by Parent or Merger Sub the Company with respect to, to statements or omissions included or incorporated by reference made in the Proxy Statement based upon on information suppliedsupplied in writing, or required to be supplied (but that was not supplied), by or on behalf of the Company Parent, Merger Sub or any of its Representatives their Affiliates specifically for inclusion, use inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None The proxy statement to be filed by the Company with the SEC in connection with seeking the approval by the shareholders of the information supplied by or on behalf Company of Parent or Merger Sub in writing the adoption of this Agreement (including the letter to shareholders, notice of meeting and specifically for inclusion or incorporation by reference in form of proxy, the “Proxy Statement willStatement”) will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders of the Company or and at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. The representations and warranties contained Company will cause the Proxy Statement to comply as to form in this Section 5.04 shall not apply to, and no all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by Parent or Merger Sub the Company with respect to, to statements or omissions included or incorporated by reference made in the Proxy Statement based upon on information supplied, or required to be supplied, by or on behalf of the Company Parent, Merger Sub or any of its Representatives their Affiliates for inclusion, use inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None The proxy statement (including the letter to stockholders, notice of meeting and form of proxy, the “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 information supplied by or on behalf of Parent or Merger Sub in writing and specifically for inclusion or incorporation by reference in the Proxy Statement willCompany will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. The representations Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and warranties contained in this Section 5.04 shall not apply to, the rules and no regulations promulgated thereunder. No representation is made by Parent or Merger Sub the Company with respect to, to statements or omissions included or incorporated by reference made in the Proxy Statement based upon on information supplied, or required to be supplied, by or on behalf of the Company Parent, Merger Sub or any of its Representatives their Affiliates for inclusion, use inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None The proxy statement (including the letter to stockholders, notice of meeting and form of proxy, the “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 information supplied by or on behalf of Parent or Merger Sub in writing and specifically for inclusion or incorporation by reference in the Proxy Statement willCompany will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. The representations and warranties contained Company will cause the Proxy Statement to comply as to form in this Section 5.04 shall not apply to, and no all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by Parent or Merger Sub the Company with respect to, to statements or omissions included or incorporated by reference made in the Proxy Statement based upon on information supplied, or required to be supplied, by or on behalf of the Company Parent, Merger Sub or any of its Representatives their affiliates specifically for inclusion, use inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None The proxy statement to be filed by the Company with the SEC in connection with seeking the Company Stockholder Approval (including the letter to stockholders, notice of meeting and form of proxy, as each may be amended or supplemented, the information supplied by or on behalf of Parent or Merger Sub in writing and specifically for inclusion or incorporation by reference in the “Proxy Statement willStatement”) will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or and at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. The representations and warranties contained Company will cause the Proxy Statement to comply as to form in this Section 5.04 shall not apply to, and no all material respects with the requirements of the Exchange Act applicable thereto. No representation is made by Parent or Merger Sub the Company with respect to, to statements or omissions included or incorporated by reference made in the Proxy Statement based upon on information suppliedsupplied in writing, or required to be supplied (but that was not supplied), by or on behalf of the Company Parent, Merger Sub or any of its Representatives their Affiliates for inclusion, use inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None of the information supplied by or on behalf of Parent or Parent, Merger Sub in writing and specifically or any of their Affiliates for inclusion or incorporation by reference in the Proxy Statement will, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company Shareholders’ MeetingMeeting (or any adjournment or postponement thereof), as amended or supplemented at that time, will contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement, in the light of the circumstances under which they were are made, not misleading. The representations and warranties contained in this Section 5.04 4.4 shall not apply to, and no representation is made by Parent or Merger Sub with respect to, statements or omissions included or incorporated by reference in the Proxy Statement based upon information supplied, or required to be supplied, by or on behalf of the Company or any of its Representatives for inclusion, use or incorporation by reference therein.

Proxy Statement; Other Information. None The proxy statement to be filed by the Company with the SEC in connection with seeking the Company Stockholder Approval (including the letter to stockholders, notice of meeting and form of proxy, as each may be amended or supplemented, the information supplied by or on behalf of Parent or Merger Sub in writing and specifically for inclusion or incorporation by reference in the “Proxy Statement willStatement”) will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. The representations and warranties contained Company will cause the Proxy Statement to comply as to form in this Section 5.04 shall not apply to, and no all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by Parent or Merger Sub the Company with respect to, to statements or omissions included or incorporated by reference made in the Proxy Statement based upon on information supplied, or required to be supplied, by or on behalf of the Company Parent, Merger Sub or any of its Representatives their Affiliates for inclusion, use inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None The proxy statement (including the letter to stockholders, notice of meeting and form of proxy, the “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 information supplied by or on behalf of Parent or Merger Sub in writing and specifically for inclusion or incorporation by reference in the Proxy Statement willCompany will not, at the time it is filed with the SECSEC in definitive form, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. The representations and warranties contained Company will cause the Proxy Statement to comply as to form in this Section 5.04 shall not apply to, and no all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by Parent or Merger Sub the Company with respect to, to statements or omissions included or incorporated by reference made in the Proxy Statement based upon on information supplied, or required to be supplied, by or on behalf of the Company Parent, Merger Sub or any of its Representatives their affiliates specifically for inclusion, use inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None The proxy statement to be filed by the Company with the SEC in connection with seeking the Company Stockholder Approval (including the letter to stockholders, notice of meeting and form of proxy, as each may be amended or supplemented, the information supplied by or on behalf of Parent or Merger Sub in writing and specifically for inclusion or incorporation by reference in the “Proxy Statement willStatement”) will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. The representations and warranties contained Proxy Statement will comply as to form in this Section 5.04 shall not apply to, and no all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by Parent or Merger Sub the Company with respect to, to statements or omissions included or incorporated by reference made in the Proxy Statement based upon on information supplied, or required to be supplied, by or on behalf of the Company Parent, Merger Sub or any of its Representatives their Affiliates specifically for inclusion, use inclusion or incorporation by reference therein.