Common use of Form S-4; Joint Proxy Statement/Prospectus Clause in Contracts

Form S-4; Joint Proxy Statement/Prospectus. None of the information to be supplied by Parent or its Subsidiaries for inclusion in the Form S-4 or the Joint Proxy Statement/Prospectus will, at the time of the filing of the Form S-4 and the mailing of the Joint Proxy Statement/Prospectus and any amendments or supplements thereto, and at the time of each of the Parent Stockholders Meeting and the Company 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 are made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will comply, as of the date of filing, in the case of the Form S-4, and the date of mailing, in the case of the Joint Proxy Statement/Prospectus, as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent with respect to information supplied by Company for inclusion therein.

Form S-4; Joint Proxy Statement/Prospectus. None of the information to be supplied by Parent Company or its Subsidiaries for inclusion in the Form S-4 or the Joint Proxy Statement/Prospectus will, at the time of the filing of the Form S-4 and the mailing of the Joint Proxy Statement/Prospectus and any amendments or supplements thereto, and at the time of each of the Parent Stockholders Meeting and the Company 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 are made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will comply, as of the date of filing, in the case of the Form S-4, and the date of mailing, in the case of the Joint Proxy Statement/Prospectus, as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent Company with respect to information supplied by Company Parent for inclusion therein.