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

Information in Disclosure Documents and Registration Statement. None of the information made available or to be made available by the ATMI Group for inclusion or incorporation by reference in (i) any registration statement filed in connection with this Agreement will, at the time such registration statement is filed with the SEC and at the time it becomes effective under the Securities Act, 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, in light of the circumstances under which they are made, not misleading and (ii) the Proxy Statement will, at the date mailed to stockholders and at the time of the meeting 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 Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, and any registration statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder, except that no representation is made by the ATMI Group with respect to statements made therein based on information made available by the ADCS Group, any ADCS Group Subsidiary or any Holder for inclusion in any registration statement or the Proxy Statement.

Information in Disclosure Documents and Registration Statement. None of the information made available or to be made available supplied by the ATMI Group Company for inclusion or incorporation by reference in (i) any registration the information statement filed to be distributed in connection with this Agreement the 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 shares of Laser Common Stock to be issued in the Company Merger (as amended or supplemented, the "Registration Statement") will, at in the time such registration statement is filed with case of the SEC and Registration Statement, at the time it becomes effective under and at the Securities ActCompany 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 thereintherein not misleading, or, in light the case of the circumstances under which they are madeInformation Statement, not misleading and (iithe Schedule 13E- 3, the Section 14(f) the Proxy Statement willNotice, at the date mailed to stockholders and at the time of the meeting mailing thereof and, in the case of stockholders to be held in connection with the MergerInformation Statement, the Schedule 13E-3 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement Information Statement, the Schedule 13E-3 and the Section 14(f) Notice will comply as to form in all material respects with the provisions of the Exchange Act Act, and the rules and regulations promulgated thereunder, and any registration statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder, except that no representation is made by the ATMI Group with respect to statements made therein based on information made available by the ADCS Group, any ADCS Group Subsidiary or any Holder for inclusion in any registration statement or the Proxy Statement.

Information in Disclosure Documents and Registration Statement. None of the information made available supplied by TES or to be made available by the ATMI Group Acquisition Sub in writing for inclusion or incorporation by reference in (i) any registration statement filed in connection with this Agreement will, at the time such registration statement is filed with the SEC and at the time it becomes effective under the Securities Act, 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, in light of the circumstances under which they are made, not misleading and (ii) the Proxy Statement will, at the date mailed to stockholders and at the time times of the meeting 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 Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, and any registration statement the S-4 will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunderthereunder (including that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make statements therein not misleading), except that no representation is made by the ATMI Group TES with respect to statements made therein based on information made available supplied by the ADCS Group, any ADCS Group Subsidiary or any Holder ENTECS in writing for inclusion or incorporation by reference in any registration statement the Proxy Statement or the Proxy StatementS-4.

Information in Disclosure Documents and Registration Statement. None of the information made available or to be made available by the ATMI Group for inclusion or incorporation by reference in (i) any registration statement filed in connection with this Agreement will, at the time such registration statement is filed with the SEC and at the time it becomes effective under the Securities Act, 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 44 45 therein, in light of the circumstances under which they are made, not misleading and (ii) the Proxy Statement will, at the date mailed to stockholders and at the time of the meeting 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 Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, and any registration statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder, except that no representation is made by the ATMI Group with respect to statements made therein based on information made available by the ADCS Group, any ADCS Group Subsidiary or any Holder for inclusion in any registration statement or the Proxy Statement.

Information in Disclosure Documents and Registration Statement. None of the information made available or to be made available supplied by the ATMI Group Company for inclusion or incorporation by reference in (i) any registration the information statement filed to be distributed in connection with this Agreement the 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 shares of Laser Common Stock to be issued in the Company Merger (as amended or supplemented, the "REGISTRATION STATEMENT") will, at in the time such registration statement is filed with case of the SEC and Registration Statement, at the time it becomes effective under and at the Securities ActCompany 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 thereintherein not misleading, or, in light the case of the circumstances under which they are madeInformation Statement, not misleading and (iithe Schedule 13E-3, the Section 14(f) the Proxy Statement willNotice, at the date mailed to stockholders and at the time of the meeting mailing thereof and, in the case of stockholders to be held in connection with the MergerInformation Statement, the Schedule 13E-3 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement Information Statement, the Schedule 13E-3 and the Section 14(f) Notice will comply as to form in all material respects with the provisions of the Exchange Act Act, and the rules and regulations promulgated thereunder, and any registration statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder, except that no representation is made by the ATMI Group with respect to statements made therein based on information made available by the ADCS Group, any ADCS Group Subsidiary or any Holder for inclusion in any registration statement or the Proxy Statement.

Information in Disclosure Documents and Registration Statement. None of the information made available or to be made available supplied by the ATMI Group Draxis for inclusion or incorporation by reference in (i) any registration statement filed the Registration Statement or (ii) the Proxy Statement-Prospectus will in connection with this Agreement willthe case of the Registration Statement, at the time such registration statement is filed with the SEC and at the time it becomes effective under and at the Securities ActEffective 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 thereinor, in light the case of the circumstances under which they are made, not misleading and (ii) the Proxy Statement willStatement-Prospectus or any amendments thereof or supplements thereto, at the date mailed to stockholders time of the mailing of the Proxy Statement-Prospectus and any amendments or supplements thereto, and at the time of the meeting of stockholders of Draxis to be held in connection with the MergerMandatory Share Exchange, contain contains 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 Exchange Act CANADA BUSINESS CORPORATIONS ACT, the SECURITIES ACT and the EXCHANGE ACT and the rules and regulations promulgated thereunder, and any registration statement will comply as to form in all material respects with the provisions of the Canadian Securities Act and the rules and regulations thereunderLaws, except that no representation is made by the ATMI Group Draxis with respect resect to statements made therein based on information made available supplied by the ADCS Group, any ADCS Group Subsidiary DAHI or any Holder its representatives for inclusion in any registration statement the Registration Statement or the Proxy Statement-Prospectus or with respect to information concerning DAHI incorporated by reference in the Registration Statement or the Proxy Statement-Prospectus.

Information in Disclosure Documents and Registration Statement. None of the information made available or to be made available by the ATMI Group for inclusion or incorporation by reference in (i) any registration statement filed in connection with this Agreement will, at the time such registration statement is filed with the SEC and at the time it becomes effective under the Securities Act, 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 A-44 45 therein, in light of the circumstances under which they are made, not misleading and (ii) the Proxy Statement will, at the date mailed to stockholders and at the time of the meeting 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 Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, and any registration statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder, except that no representation is made by the ATMI Group with respect to statements made therein based on information made available by the ADCS Group, any ADCS Group Subsidiary or any Holder for inclusion in any registration statement or the Proxy Statement.

Information in Disclosure Documents and Registration Statement. None of the information made available or to be made available supplied in writing by the ATMI Group ENTECS for inclusion or incorporation by reference in (i) any the registration statement on Form S-4 to be filed with the SEC by TES in connection with this Agreement the issuance of TES Shares pursuant to the transactions contemplated hereby (the "S-4") will, at the time such registration statement the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, 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, in light of the circumstances under which they are made, therein not misleading and (ii) the joint proxy statement relating to the meetings of ENTECS's and TES's stockholders to be held in connection with the Merger (the "Proxy Statement Statement") will, at the date mailed to stockholders and at the time times of the meeting 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 Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, and any registration statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder, except that no representation is made by the ATMI Group ENTECS with respect to statements made therein based on information made available supplied by the ADCS Group, any ADCS Group Subsidiary TES or any Holder Acquisition Sub in writing for inclusion or incorporation by reference in any registration statement or the Proxy Statement.