Common use of Information in Disclosure Documents and Registration Statement Clause in Contracts

Information in Disclosure Documents and Registration Statement. None of the infor- mation to be supplied by Parent for inclusion or incorporation by reference in (a) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering of the Parent Shares to be issued in the Merger or any registration statement relating to other securities to be issued in connection with the Merger (in each case, the "Registration Statement") or (b) the joint proxy statement to be distributed in connection with Parent's and Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement") will, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto and at the time of the meetings of stockholders to be held in connection with the Merger, 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. The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent the Company for inclusion or incorporation by reference in (a) the Registration Statement information statement to be filed distributed in connection with the SEC by Parent Company Merger (as amended or supplemented, the "Information Statement") or the related filing on Schedule 13E-3 (as amended or supplemented, the "Schedule 13E-3") or the notice to be provided to the Company's stockholders pursuant to Section 14(f) of the Exchange Act (as amended or supplemented, the "Section 14(f) Notice") or the registration statement on Form S-4 under the Securities Act for the purpose of registering the offering shares of the Parent Shares Laser Common Stock to be issued in the Merger or any registration statement relating to other securities to be issued in connection with the Company Merger (in each caseas amended or supplemented, the "Registration Statement") or (b) the joint proxy statement to be distributed in connection with Parent's and Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement") will, in the case of the Registration Statement, at the time it becomes effective and at the Company Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendments thereof or supplements theretoInformation Statement, the Schedule 13E-3, the Section 14(f) Notice, at the time of the mailing thereof and, in the case of the Proxy Statement and any amendments or supplements thereto and Information Statement, the Schedule 13E-3 at the time of the meetings of stockholders to be held in connection with the MergerCompany 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 light of the circumstances under which they are made, not misleading. The Registration Statement Information Statement, the Schedule 13E-3 and the Proxy Statement Section 14(f) Notice will comply as to form in all material respects with the provisions of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent the Company for inclusion or incorporation by reference in (ai) the Amended Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering of the Parent Shares to be issued in the Merger or any registration statement relating to other securities to be issued in connection with the Merger Merger, amending that registration statement filed with the SEC on October 26, 1999 (in each caseas amended, the "Registration Statement") or (bii) the joint proxy statement statement-prospectus to be distributed in connection with Parent's and the Company's meeting meetings of stockholders to vote upon this Agreement (the "Proxy Statement-Prospectus") will, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement Statement-Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement-Prospectus and any amendments or supplements thereto thereto, and at the time of the meetings meeting of stockholders of the Company to be held in connection with the Merger, 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. The Registration Statement and the Proxy Statement Statement-Prospectus will comply as to form in all material respects with the applicable provisions of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or its representatives for inclusion in the Proxy Statement-Prospectus or with respect to information concerning Parent or any of its Subsidiaries incorporated by reference in the Proxy Statement-Prospectus.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent or Sub for inclusion or incorporation by reference in (ai) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering of the Parent Shares to be issued in the Merger or any registration statement relating to other securities to be issued in connection with the Merger (in each case, the "Registration Statement") or (bii) the joint proxy statement to be distributed in connection with Parent's and Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement") will, -Prospectus will in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement Statement-Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement-Prospectus and any amendments or supplements thereto thereto, and at the time of the meetings meeting of stockholders of Parent to be held in connection with the Merger, 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. The Registration Statement and the Proxy Statement Statement-Prospectus will comply as to form in all material respects with the applicable provisions of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, except that no representation is made by Parent with respect to statements made therein based on information supplied by the Company or any of its Subsidiaries or their representatives for inclusion in the Registration Statement or the Proxy Statement-Prospectus or with respect to information concerning the Company or any of its Subsidiaries incorporated by reference in the Registration Statement or the Proxy Statement-Prospectus.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent the Company for inclusion or incorporation by reference in (ai) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering shares of the Parent Shares to be issued in the Merger or any registration statement relating to other securities Common Stock to be issued in connection with the Merger (in each case, the "Registration Statement") or (bii) the joint proxy statement statement-prospectus to be distributed in connection with Parent's and the Company's meeting meetings of stockholders to vote upon this Agreement (the "Proxy Statement-Prospectus") will, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement Statement-Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement-Prospectus and any amendments or supplements thereto thereto, and at the time of the meetings meeting of stockholders of the Company to be held in connection with the Merger, 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. The Registration Statement and the Proxy Statement Statement-Prospectus will comply as to form in all material respects with the applicable provisions of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or its representatives for inclusion in the Proxy Statement-Prospectus or with respect to information concerning Parent or any of its Subsidiaries incorporated by reference in the Proxy Statement-Prospectus.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information supplied or to be supplied by Parent the Company for inclusion or incorporation by reference in (ai) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act (the "Registration Statement") for the purpose of registering the offering shares of the Parent Shares to be issued in the Merger or any registration statement relating to other securities Holdings Common Stock to be issued in connection with the Merger (in each case, the "Registration StatementShare Issuance") or (bii) the joint proxy statement statement/prospectus to be distributed in connection with Parent's and the Company's meeting of stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement") will, in the case of the Registration Statement, at the time it the Registration Statement becomes effective and at the Effective Time, or, in the case of the Proxy Statement or any amendments thereof or supplements theretoeffective, at the time of the initial mailing of the Proxy Statement and any amendments or supplements thereto and or at the time of the meetings meeting of stockholders of the Company to be held in connection with the Merger, 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. The Registration Proxy Statement and the Proxy Statement will any amendments or supplements thereto will, at their respective times of mailing, comply as to form in all material respects with the provisions applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representations with respect to any statement in the foregoing documents based upon and conforming to information supplied by Holdings for inclusion therein.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent Parent, Trust or Sub for inclusion or incorporation by reference in (ai) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering of the Parent Shares to be issued in the Merger or any registration statement relating to other securities to be issued in connection with the Merger (in each case, the "Registration Statement") or (bii) the joint proxy statement to be distributed in connection with Parent's and Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement") will, -Prospectus will in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement Statement-Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement-Prospectus and any amendments or supplements thereto thereto, and at the time of the meetings meeting of stockholders of the Company to be held in connection with the Merger, 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. The Registration Statement and the Proxy Statement Statement-Prospectus will comply as to form in all material respects with the applicable provisions of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, except that no representation is made by Parent with respect to statements made therein based on information supplied by the Company or its representatives for inclusion in the Registration Statement or the Proxy Statement-Prospectus or with respect to information concerning the Company incorporated by reference in the Registration Statement or the Proxy Statement-Prospectus.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent Acquiror for inclusion or incorporation by reference in (a) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering of the Parent Shares to be issued in or the Merger or any registration statement relating to other securities to be issued in connection with the Merger (in each case, the "Registration Statement") or (b) the joint proxy statement to be distributed in connection with Parent's and Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement") Statement will, in the case of the Registration Statement, at the time it becomes effective and at 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 to make the statements therein not misleading, or, in the case of the Merger Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Merger Proxy Statement and any amendments or supplements thereto and at the time of the meetings of stockholders to be held in connection with Company Stockholders Meeting and the MergerAcquiror 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 light of the circumstances under which they are made, not misleading. The Registration Merger Proxy Statement (except for such portions thereof that relate only to the Company or its 46 subsidiaries or Affiliates) and the Proxy Registration Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act or the Exchange Act, as the case may berespectively, and the rules and regulations promulgated thereunder.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent for inclusion or incorporation by reference AHS to be included in (a) the Registration Statement on Form S-4 to be filed with the SEC by Parent on Form S-4 InSight under the Securities Act for the purpose of registering the offering common stock of InSight (and, if required, the Parent Shares to be issued in the Merger or any registration statement relating to other securities InSight Preferred Shares) to be issued in connection with the consummation of the Merger (in each case, the "Registration StatementREGISTRATION STATEMENT") or and (b) the joint proxy statement to be distributed in connection with Parent's and Company's meeting the meetings of stockholders of AHS and Maxum to vote upon this Agreement the Merger (the "Proxy StatementPROXY STATEMENT"), will: (a) will, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, Closing, (b) in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto and thereto, and (c) in either case, at the time of the meetings meeting of stockholders of AHS to be held in connection with the Merger, 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. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent or on behalf of the Company for inclusion or incorporation by reference in (ai) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering shares of the Parent Shares to be issued in the Merger or any registration statement relating to other securities Common Stock to be issued in connection with the Merger (in each case, the "Registration Statement") or (bii) the joint proxy statement to be distributed in connection with Parent's and the Company's meeting meetings of stockholders stock holders to vote upon this Agreement (the "Proxy Statement") will, in the case of the Registration Statement, at the time it becomes effective, at the time of the filing of any post-effective amendment thereto and at the Effective Time, orand, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto thereto, and at the time respective times of the meetings of stockholders of the Company and Parent to be held in connection with the Merger, 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. The Registration Statement and the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or its representatives for inclusion in the Proxy Statement or with respect to information concerning Parent or any of its Subsidiaries incorporated by reference in the Proxy Statement.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent DAHI for inclusion or incorporation by reference in (ai) the Registration Statement to be filed with the SEC by Parent Draxis on Form S-4 F-4 under the Securities Act SECURITIES ACT for the purpose of registering the offering shares of the Parent Shares to be issued in the Merger or any registration statement relating to other securities Draxis Common Stock to be issued in connection with the Merger Mandatory Share Exchange (in each case, the "Registration Statement") or (bii) the joint proxy statement statement-prospectus to be distributed in connection with ParentDraxis' and DAHI's and Company's meeting meetings of stockholders to vote upon this Agreement (the "Proxy Statement-Prospectus") will, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement Statement-Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement-Prospectus and any amendments or supplements thereto thereto, and at the time of the meetings meeting of stockholders of DAHI to be held in connection with the MergerMandatory Share Exchange, contain any untrue statement statements 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. The Registration Statement and the Proxy Statement Statement-Prospectus will comply as to form in all material respects with the applicable provisions of the LOUISIANA ACT, Canadian Securities Act or Laws, the Exchange Act, as the case may beEXCHANGE ACT, and the rules and regulations promulgated thereunder, except that no representation is made by DAHI with respect to statements made therein based on information supplied by Draxis or its representatives for inclusion in the Proxy Statement-Prospectus or with respect to information concerning Draxis or any of the Draxis Subsidiaries incorporated by reference in the Proxy Statement-Prospectus.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent the Company for inclusion or incorporation by reference in (ai) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering shares of the Parent Shares to be issued in the Merger or any registration statement relating to other securities Common Stock and Parent Preferred Stock to be issued in connection with the Merger (in each case, the "Registration Statement") or (bii) the joint proxy statement statement-prospectus to be distributed in connection with Parent's and the Company's meeting meetings of stockholders to vote upon the transactions contemplated by this Agreement (the "Proxy Statement-Prospectus") will, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement Statement-Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement-Prospectus and any amendments or supplements thereto thereto, and at the time of the meetings meeting of stockholders of the Company to be held in connection with the Merger, 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. The Registration Statement and the Proxy Statement Statement-Prospectus will comply as to form in all material respects with the applicable provisions of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or its representatives for inclusion in the Proxy Statement-Prospectus or with respect to information concerning Parent or any of the Parent Subsidiaries incorporated by reference in the Proxy Statement-Prospectus.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent for inclusion or incorporation by reference such Company to be included in (a) the Registration Statement on Form S-4 to be filed with the SEC by Parent on Form S-4 InSight under the Securities Act for the purpose of registering the offering of the Parent InSight Shares to be issued in the Merger Mergers or any registration statement relating pursuant to other securities to be issued in connection with the Merger this Agreement (in each case, the "Registration Statement") or and (b) the joint proxy statement to be distributed in connection with Parent's and Company's meeting the meetings of stockholders of the Companies to vote upon this Agreement (the "Proxy Statement") ), will, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto thereto, and at the time of each of the meetings of stockholders to be held in connection with the Merger, 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. The Registration Statement and the Proxy Statement insofar as it pertains to such Company will comply as to form in all material respects with the provisions of the Securities Act or Act, and the rules and regulations promulgated thereunder. The Proxy Statement insofar as it pertains to such Company will comply as to form in all material respects with the provisions of the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent Acquiror for inclusion or incorporation by reference in (a) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering of the Parent Shares to be issued in or the Merger or any registration statement relating to other securities to be issued in connection with the Merger (in each case, the "Registration Statement") or (b) the joint proxy statement to be distributed in connection with Parent's and Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement") Statement will, in the case of the Registration Statement, at the time it becomes effective and at 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 to make the statements therein not misleading, or, in the case of the Merger Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Merger Proxy Statement and any amendments or supplements thereto and at the time of the meetings of stockholders to be held in connection with Company Stockholders Meeting and the MergerAcquiror 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 light of the circumstances under which they are made, not misleading. The Registration Merger Proxy Statement (except for such portions thereof that relate only to the Company or its subsidiaries or Affiliates) and the Proxy Registration Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act or the Exchange Act, as the case may berespectively, and the rules and regulations promulgated thereunder.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent the Company for inclusion or incorporation by reference in (ai) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering shares of the Parent Shares to be issued in the Merger or any registration statement relating to other securities Common Stock and Parent Preferred Stock to be issued in connection with the Merger (in each case, the "Registration StatementREGISTRATION STATEMENT") or (bii) the joint proxy statement statement-prospectus to be distributed in connection with Parent's and the Company's meeting meetings of stockholders to vote upon the transactions contemplated by this Agreement (the "Proxy StatementPROXY STATEMENT-PROSPECTUS") will, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement Statement-Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement-Prospectus and any amendments or supplements thereto thereto, and at the time of the meetings meeting of stockholders of the Company to be held in connection with the Merger, 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. The Registration Statement and the Proxy Statement Statement-Prospectus will comply as to form in all material respects with the applicable provisions of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or its representatives for inclusion in the Proxy Statement-Prospectus or with respect to information concerning Parent or any of the Parent Subsidiaries incorporated by reference in the Proxy Statement-Prospectus.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent Rent-Way for inclusion or incorporation by reference in (a) the Registration Statement to be filed with the SEC by Parent Rent-Way on Form S-4 under the Securities Act for the purpose of registering the offering of the Parent 7 9 Rent-Way Shares to be issued in the Merger or any registration statement relating to other securities to be issued in connection with the Merger (in each case, the "Registration Statement") or (b) the joint proxy statement statement/prospectus to be distributed in connection with ParentRent-Way's meeting of shareholders and CompanyHCI's meeting of stockholders to vote upon at which meetings this Agreement will be voted upon (the "Proxy Statement") will, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, Time or, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments thereof or supplements thereto and at the time of the meetings of shareholders and stockholders to be held in connection with the Merger, 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 Rent-Way with respect to statements made or incorporated by reference therein based on written information supplied by HCI specifically for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder.

Information in Disclosure Documents and Registration Statement. None of the infor- mation information to be supplied by Parent or Sub for inclusion or incorporation by reference in (ai) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the offering of the Parent Shares to be issued in the Merger or any registration statement relating to other securities to be issued in connection with the Merger (in each case, the "Registration Statement") or (bii) the joint proxy statement to be distributed in connection with Parent's and Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement") will, -Prospectus will in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement Statement-Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement-Prospectus and any amendments or supplements thereto thereto, and at the time of the meetings meeting of stockholders of the Company to be held in connection with the Merger, 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. The Registration Statement and the Proxy Statement Statement-Prospectus will comply as to form in all material respects with the applicable provisions of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, except that no representation is made by Parent with respect to statements made therein based on information supplied by the Company or its representatives for inclusion in the Registration Statement or the Proxy Statement-Prospectus or with respect to information concerning the Company incorporated by reference in the Registration Statement or the Proxy Statement-Prospectus.