Common use of Joint Proxy Statement Clause in Contracts

Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Acquiror in connection with the issuance of shares of Acquiror Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 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 were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the Company Stockholder Meeting (as hereinafter defined) and the Acquiror Stockholder Meeting (as hereinafter defined), or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Joint Proxy Statement") will, at the dates mailed to stockholders and at the times of the Company Stockholder Meeting and the Acquiror Stockholder 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 Form S-4 and the Joint Proxy Statement (except for information relating solely to Acquiror and Merger Sub) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company Global for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Acquiror Parent in connection with the issuance of shares of Acquiror Parent Class A Common Stock and Parent Class B Common Stock in the Merger Mergers (the "Form S-4Registration Statement") will, at the time the Form S-4 Registration Statement 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 were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company Global for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the Company Stockholder Meeting (as hereinafter defined) meetings of Global and U S WEST stockholders to be held in connection with the Acquiror Stockholder Meeting (as hereinafter defined)Mergers, or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Joint Proxy Statement") will, at the dates mailed to stockholders and at the times of the Company Stockholder Meeting Global stockholders' meeting and the Acquiror Stockholder MeetingU S WEST 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 Form S-4 Registration Statement and the Joint Proxy Statement (except for information relating solely to Acquiror and Merger SubU S WEST) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company Qwest for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Acquiror Qwest in connection with the issuance of shares of Acquiror Qwest Common Stock in the Merger (the "Form S-4Registration Statement") will, at the time the Form S-4 Registration Statement 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 were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company Qwest for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the Company Stockholder Meeting (as hereinafter defined) meetings of Qwest and U S WEST stockholders to be held in connection with the Acquiror Stockholder Meeting (as hereinafter defined)Merger, or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Joint Proxy Statement") will, at the dates mailed to stockholders and at the times of the Company Stockholder Meeting Qwest stockholders' meeting and the Acquiror Stockholder MeetingU S WEST 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 Form S-4 Registration Statement and the Joint Proxy Statement (except for information relating solely to Acquiror and Merger SubU S WEST) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Acquiror Hain in connection with the issuance of shares of Acquiror Hain Common Stock in the Merger (the "Form S-4Registration Statement") will, at the time the Form S-4 Registration Statement 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 were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus, in definitive form, relating to the Company Stockholder Meeting (as hereinafter defined) and the Acquiror Hain Stockholder Meeting (as hereinafter defined), or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Joint Proxy Statement") will, at the dates mailed to stockholders and at the times time of the Company Stockholder Meeting and the Acquiror Hain Stockholder 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 Form S-4 and Company will promptly inform Hain of the happening of any event prior to the Effective Time which would render such information regarding the Company incorrect in any material respect or require the amendment of the Joint Proxy Statement. The Joint Proxy Statement (except for information relating solely to Acquiror Hain and Merger SubHain Subsidiary) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct.

Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Acquiror in connection with the issuance of shares of Acquiror Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 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 were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the Company Stockholder Shareholder Meeting (as hereinafter defined) and the Acquiror Stockholder Meeting (as hereinafter defined), or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Joint Proxy Statement") will, at the dates mailed to stockholders and at the times of the Company Stockholder Shareholder Meeting and the Acquiror Stockholder 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 Form S-4 and the Joint Proxy Statement (except for information relating solely as it relates to Acquiror the Company and Merger Sub) its subsidiaries will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to information relating to or supplied by Acquiror.

Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company Videonics for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Acquiror Focus in connection with the issuance of shares of Acquiror Focus Common Stock in the Merger (the "Form S-4Registration Statement") will, at the time the Form S-4 Registration Statement 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 the light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company Videonics for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the Company Stockholder Meeting (as hereinafter defined) meetings of Videonics and Focus shareholders to be held in connection with the Acquiror Stockholder Meeting (as hereinafter defined)Merger, or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Joint Proxy Statement") will, at the dates mailed to stockholders shareholders and at the times of the Company Stockholder Meeting Videonics shareholders' meeting and the Acquiror Stockholder MeetingFocus shareholders' 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 were made, not misleading. The Form S-4 Registration Statement and the Joint Proxy Statement (except for information relating solely to Acquiror and Merger SubFocus) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company C-COR for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Acquiror ARRIS in connection with the issuance of shares of Acquiror ARRIS Common Stock in the Merger (the "Form S-4"“Registration Statement”) will, at the time the Form S-4 Registration Statement becomes effective under the Securities 1933 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 were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company C-COR for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the Company Stockholder Meeting (as hereinafter defined) meetings of C-COR and ARRIS stockholders to be held in connection with the Acquiror Stockholder Meeting (as hereinafter defined)Merger, or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "“Joint Proxy Statement"”) will, at the dates mailed to stockholders and at the times of the Company Stockholder C-COR Stockholders’ Meeting and the Acquiror Stockholder MeetingARRIS Stockholders’ Meeting (as defined herein), 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 Form S-4 and information provided by C-COR for inclusion in the Joint Proxy Statement (except for information relating solely to Acquiror and Merger SubARRIS) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company GTE for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Acquiror Xxxx Atlantic in connection with the issuance of shares of Acquiror Xxxx Atlantic Common Stock in the Merger (the "Form S-4Registration Statement") will, at the time the Form S-4 Registration Statement becomes effective under the Securities 1933 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 the light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company GTE for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the Company Stockholder Meeting (as hereinafter defined) meetings of GTE and Xxxx Atlantic stockholders to be held in connection with the Acquiror Stockholder Meeting (as hereinafter defined)Merger, or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Joint Proxy Statement") will, at the dates mailed to stockholders and at the times of the Company Stockholder Meeting GTE stockholders' meeting and the Acquiror Stockholder MeetingXxxx Atlantic 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 were made, not misleading. The Form S-4 Registration Statement and the Joint Proxy Statement (except for information relating solely to Acquiror and Merger SubXxxx Atlantic) will comply as to form in all material respects with the provisions of the Securities 1933 Act and the Exchange Act and the rules and regulations promulgated thereunder.. SECTION 4.11