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 Qwest for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Qwest in connection with the issuance of shares of Qwest Common Stock in the Merger (the "Registration Statement") will, at the time the 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 Qwest for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the meetings of Qwest and U S WEST stockholders to be held in connection with the 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 Qwest stockholders' meeting and the U 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 Registration Statement and the Joint Proxy Statement (except for information relating solely to U 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 Qwest Global for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Qwest Parent in connection with the issuance of shares of Qwest Parent Class A Common Stock and Parent Class B Common Stock in the Merger Mergers (the "Registration Statement") will, at the time the 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 Qwest Global for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the meetings of Qwest Global and U S WEST stockholders to be held in connection with the MergerMergers, 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 Qwest Global stockholders' meeting and the U 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 Registration Statement and the Joint Proxy Statement (except for information relating solely to U 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 Qwest the Company for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Qwest Acquiror in connection with the issuance of shares of Qwest Acquiror Common Stock in the Merger (the "Registration StatementForm S-4") will, at the time the Registration Statement 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 Qwest the Company for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the meetings of Qwest Company Stockholder Meeting (as hereinafter defined) and U S WEST stockholders to be held in connection with the MergerAcquiror 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 Qwest stockholders' meeting Company Stockholder Meeting and the U S WEST stockholders' meetingAcquiror 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 Registration Statement Form S-4 and the Joint Proxy Statement (except for information relating solely to U S WESTAcquiror 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 Qwest C-COR for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Qwest ARRIS in connection with the issuance of shares of Qwest ARRIS Common Stock in the Merger (the "“Registration Statement"”) will, at the time the 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 Qwest C-COR for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the meetings of Qwest C-COR and U S WEST ARRIS stockholders to be held in connection with the 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 Qwest stockholders' meeting C-COR Stockholders’ Meeting and the U S WEST stockholders' 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 Registration Statement and information provided by C-COR for inclusion in the Joint Proxy Statement (except for information relating solely to U S WESTARRIS) 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 Qwest the Company for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Qwest Acquiror in connection with the issuance of shares of Qwest Acquiror Common Stock in the Merger (the "Registration StatementForm S-4") will, at the time the Registration Statement 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 Qwest the Company for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the meetings of Qwest Company Shareholder Meeting (as hereinafter defined) and U S WEST stockholders to be held in connection with the MergerAcquiror 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 Qwest stockholders' meeting Company Shareholder Meeting and the U S WEST stockholders' meetingAcquiror 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 Registration Statement Form S-4 and the Joint Proxy Statement (except for information relating solely as it relates to U S WEST) the Company and 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 Qwest Videonics for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Qwest Focus in connection with the issuance of shares of Qwest Focus Common Stock in the Merger (the "Registration Statement") will, at the time the 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 Qwest Videonics for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the meetings of Qwest Videonics and U S WEST stockholders Focus shareholders to be held in connection with the 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 Qwest stockholdersVideonics shareholders' meeting and the U S WEST stockholdersFocus 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 Registration Statement and the Joint Proxy Statement (except for information relating solely to U S WESTFocus) 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 Qwest GTE for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Qwest Xxxx Atlantic in connection with the issuance of shares of Qwest Xxxx Atlantic Common Stock in the Merger (the "Registration Statement") will, at the time the 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 Qwest GTE for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the meetings of Qwest GTE and U S WEST Xxxx Atlantic stockholders to be held in connection with the 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 Qwest GTE stockholders' meeting and the U S WEST Xxxx 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 Registration Statement and the Joint Proxy Statement (except for information relating solely to U S WESTXxxx 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.

Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of Qwest Acquiror and Merger Sub for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Qwest in connection with the issuance of shares of Qwest Common Stock in the Merger (the "Registration Statement") Form S-4 will, at the time the Registration Statement 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 Qwest Acquiror and Merger Sub for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the meetings of Qwest and U S WEST stockholders to be held in connection with the 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") Statement will, at the dates mailed to stockholders and at the times of the Qwest stockholders' meeting Company Shareholder Meeting and the U S WEST stockholders' meetingAcquiror 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 Registration Statement Form S-4 and the Joint Proxy Statement (except for information relating solely as it relates to U S WEST) Acquiror, Merger Sub and Acquiror's other 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 Acquiror with respect to information relating to or supplied by the Company.