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 Acquiror and Merger Sub for inclusion or incorporation by reference in 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 Acquiror and Merger Sub for inclusion or incorporation by reference in 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 the Company) 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 Acquiror and Merger Sub U S WEST for inclusion or incorporation by reference in the Form S-4 Registration 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 Acquiror and Merger Sub U S WEST for inclusion or incorporation by reference in 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 the CompanyQwest) 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 Acquiror and Merger Sub U S WEST for inclusion or incorporation by reference in the Form S-4 Registration 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 Acquiror and Merger Sub U S WEST for inclusion or incorporation by reference in 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 the CompanyGlobal) 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 Acquiror and Merger Sub Xxxx Atlantic for inclusion or incorporation by reference in 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 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 Acquiror and Merger Sub Xxxx Atlantic for inclusion or incorporation by reference in 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 the CompanyGTE) 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 Acquiror and Merger Sub for inclusion or incorporation by reference in 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 Acquiror and Merger Sub for inclusion or incorporation by reference in 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 the Company) 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.

Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of Acquiror and Merger Sub ARRIS for inclusion or incorporation by reference in 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 Acquiror and Merger Sub ARRIS for inclusion or incorporation by reference in the Joint Proxy Statement Statement, will, at the dates mailed to stockholders and at the times of the Company Stockholder C-COR Stockholders’ Meeting and the Acquiror Stockholder ARRIS 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 information provided by ARRIS for the Registration Statement and the Joint Proxy Statement (except for information relating solely to the CompanyC-COR) 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 Acquiror and Merger Sub XMM or its Subsidiaries for inclusion or incorporation by reference in 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 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 Acquiror and Merger Sub XMM or its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement will, at on the dates mailed to stockholders and at the times of the Company Stockholder Meeting LifeMinders stockholders' meeting and the Acquiror Stockholder MeetingXMM 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 the CompanyLifeMinders or its Subsidiaries) 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.