Common use of Permit Application; Information Statement Clause in Contracts

Permit Application; Information Statement. The information supplied by the Company for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code (the "Permit Application") shall not at the time the Fairness Hearing is held pursuant to Section 25142 of the California Code and the time the qualification of such securities is effective under Section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company for inclusion in the information statement to be sent to the shareholders of the Company in connection with the Company shareholders' consideration of the Merger (the "Company Shareholder Action") (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to the Company's shareholders, at the time of the Company Shareholder Action and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Action which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Broadcom which is contained in the Permit Application or the Information Statement.

Permit Application; Information Statement. The information supplied by the Company VisiJet for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code (the "Permit Application") shall not at for issuance of a permit (the time "Permit") qualifying the Fairness Hearing is held issuance of the shares of PNSO Common Stock pursuant to Section 25142 25121 of the California Code Securities Act and the time the qualification of such securities is effective under Section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company for inclusion in the information statement to be sent to the shareholders holders of the Company in connection with the Company shareholders' consideration shares of VisiJet Common Stock to consider the Merger (the "Company Shareholder Action") (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall ), will not, on the date the fairness hearing is held pursuant to Section 25142 of the California Securities Act (the "Fairness Hearing"), on the date the Information Statement is first mailed to the Company's shareholdersVisiJet Shareholders, at the time of the Company Shareholder Action and or at the Effective Time, contain any statement which, which at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Permit Application or the consent solicitation of proxies or written consents for the Company Shareholder Action which has become false or misleading. If at any time prior to the Effective Time any event relating to VisiJet or any of its respective affiliates, officers or directors should be discovered by VisiJet which should be set forth in an amendment or a supplement to the Permit Application or the Information Statement, VisiJet shall promptly inform PNSO and Merger Sub. Notwithstanding the foregoing, the Company VisiJet makes no representation, representation or warranty or covenant with respect to any information supplied by Broadcom PNSO or Merger Sub which is contained in any of the Permit Application or the Information Statementforegoing documents.

Permit Application; Information Statement. The information ----------------------------------------- supplied by each of the Company for inclusion NIT Entities and which is included in the application for issuance of a California Permit pursuant to which the shares of Broadcom Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code permit (the "Permit Application") pursuant to Section 25121 of the California Corporate Securities Act of 1968, as amended (the "California Law"), shall not not, at the time the Fairness Hearing fairness hearing is held pursuant to Section 25142 of the California Code Law and at the time the qualification of such securities is effective under such Section 25122 of the California Code Law, 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 were made, not misleading. The information supplied by each of the Company NIT Entities for inclusion in the information statement (the "Information Statement") to be sent to the shareholders stockholders of the Company NIT in connection with the Company shareholders' consideration meeting of NIT's stockholders to consider this Agreement and the Merger (the "Company Shareholder Action") (such information statement as amended or supplemented is referred to herein as the "Information StatementNIT Common Stockholders' Meeting") shall not, on the date the Information Statement is first mailed to the Company's shareholdersstockholders of NIT, at the time of the Company Shareholder Action NIT Common Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Information Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Action NIT Common Stockholders' Meetings which has become false or misleading. Notwithstanding If at any time prior to the foregoingEffective Time any event relating to the NIT Entities or any of their Affiliates, officers or directors should be discovered by the Company makes no representation, warranty or covenant with respect NIT Entities which should be set forth in an amendment to any information supplied by Broadcom which is contained in the Permit Application or a supplement to the Information Statement, the NIT Entities shall promptly inform NIT thereof.

Permit Application; Information Statement. The information supplied in ----------------------------------------- writing to Parent, or its counsel or auditors, by the Company Target and Holders for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Parent Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code (the "Permit Application") shall not not, at the time the Fairness Hearing fairness ------------------ hearing is held pursuant to Section 25142 of the California Code and the time the qualification of such securities is effective under Section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company Target and Holders for inclusion in the any information statement to be sent to the shareholders holders of the Company Target Units in connection with the Company shareholderssuch holders' consideration of the Merger (the "Company Shareholder Target Units ------------ Holders Action") (such information statement as amended or supplemented is -------------- referred to herein as the "Information Statement") shall not, on the date the --------------------- Information Statement is first mailed to the Company's shareholdersholders of Target Units, at the time of the Company Shareholder Target Units Holders Action and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Target Units Holders Action which has become false or misleading. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied by Broadcom which Parent or Merger Sub that is contained in the Permit Application or the Information Statement.

Permit Application; Information Statement. The information supplied by the Company for inclusion in the application for issuance of a permit pursuant to Section 25121 of the California Permit Securities Law pursuant to which the shares of Broadcom Parent Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options options and warrants to be assumed in the Merger will be qualified under the California Code Securities Law (the "Permit ApplicationPERMIT APPLICATION") shall not at the time the Fairness Hearing fairness hearing is held pursuant to Section 25142 of the California Code Securities Law and the time the qualification of such securities is effective under Section 25122 of the California Code Securities Law 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 were made, not misleading. The information supplied by the Company for inclusion in the information statement to be sent to the shareholders of the Company in connection with the Company shareholders' consideration meeting of the Company's shareholders to consider the Merger (the "Company Shareholder ActionCOMPANY SHAREHOLDERS Meeting") (such information statement as amended or supplemented is referred to herein as the "Information StatementINFORMATION STATEMENT") shall not, on the date the Information Statement is first mailed to the Company's shareholders, at the time of the Company Shareholder Action Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Action Shareholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Broadcom Parent or Merger Sub which is contained in any of the Permit Application or the Information Statementforegoing documents.

Permit Application; Information Statement. The information supplied by the Company for inclusion in the application for issuance of a California Permit pursuant to which Application shall not at the shares of Broadcom Common Stock to be issued in time the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under Permit Application is filed with the California Code (the "Permit Application") shall not Commissioner and at the time the Fairness Hearing is held pursuant to Section 25142 of or for inclusion in the California Code and Registration Statement shall not at the time the qualification of such securities Registration Statement is effective under Section 25122 of filed with the California Code SEC and at the time it becomes effective, as applicable, 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 were are made, not false or misleading. The information supplied by the Company for inclusion in the information statement Information Statement to be sent to the shareholders stockholders of the Company in connection with the Company shareholders' consideration solicitation of approval of this Agreement, the Merger (Transaction and the "Company Shareholder Action") (such information statement as amended or supplemented is referred to herein as the "Information Statement") transactions contemplated hereunder shall not, on the date the Information Statement is first mailed to the Company's shareholders, at the time of the Company Shareholder Action and at the Effective Time, ’s stockholders contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Action which has become false or misleading. If at any time prior to the Effective Time of Merger I, any event relating to Company or any of its Affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Permit Application or Registration Statement, as applicable, or a supplement to the Information Statement, Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Broadcom Parent which is contained in or omitted from any of the Permit Application or the Information Statementforegoing documents.

Permit Application; Information Statement. The information ----------------------------------------- supplied by each of the Company for inclusion NetSource Entities and which is included in the application for issuance of a California Permit pursuant to which the shares of Broadcom Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code permit (the "Permit Application") pursuant to Section 25121 of the California Corporate Securities Act of 1968, as amended (the "California Law"), shall not not, at the time the Fairness Hearing fairness hearing is held pursuant to Section 25142 of the California Code Law and at the time the qualification of such securities is effective under such Section 25122 of the California Code Law, 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 were made, not misleading. The information supplied by each of the Company NetSource Entities for inclusion in the information statement (the "Information Statement") to be sent to the shareholders stockholders of the Company NetSource in connection with the Company shareholders' consideration meeting of NetSource's stockholders to consider this Agreement and the Merger (the "Company Shareholder Action") (such information statement as amended or supplemented is referred to herein as the "Information StatementNetSource Common Stockholders' Meeting") shall not, on the date the Information Statement is first mailed to the Company's shareholdersstockholders of NetSource, at the time of the Company Shareholder Action NetSource Common Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Information Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Action NetSource Common Stockholders' Meetings which has become false or misleading. Notwithstanding If at any time prior to the foregoingEffective Time any event relating to the NetSource Entities or any of their Affiliates, officers or directors should be discovered by the Company makes no representation, warranty or covenant with respect NetSource Entities which should be set forth in an amendment to any information supplied by Broadcom which is contained in the Permit Application or a supplement to the Information Statement, the NetSource Entities shall promptly inform NIT thereof.

Permit Application; Information Statement. The information supplied by the Company for inclusion in the application for issuance of a permit pursuant to Section 25121 of the California Permit Code pursuant to which the shares of Broadcom Parent Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options options to be assumed in the Merger will be qualified under the California Code (the "Permit Application") shall not at the time the Fairness Hearing fairness hearing is held pursuant to Section 25142 of the California Code and the time the qualification of such securities is effective under Section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company for inclusion in the information statement to be sent to the shareholders of the Company in connection with the Company shareholders' consideration meeting of the Company's shareholders to consider the Merger (the "Company Shareholder ActionShareholders Meeting") (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to the Company's shareholders, at the time of the Company Shareholder Action Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Action Shareholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Broadcom Parent or Merger Sub which is contained in any of the Permit Application or the Information Statementforegoing documents.

Permit Application; Information Statement. The information supplied by the Company for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Parent Common Stock to be issued in the Merger and (if deemed necessary by Broadcom Parent in its good faith judgment) the Company Options and Company Warrants to be assumed in the Merger will be qualified under the California Code Law (the "“Permit Application"”) shall not at the time the Fairness Hearing is held pursuant to Section section 25142 of the California Code Law and the time the qualification of such securities is effective under Section section 25122 of the California Code Law 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 were made, not misleading. The information supplied by the Company for inclusion in the information statement to be sent to the shareholders of the Company in connection with the Company shareholders' ’ consideration of the Merger (the "“Company Shareholder Action"”) (such information statement as amended or supplemented is referred to herein as the "“Information Statement"”) shall not, on the date the Information Statement is first mailed to the Company's ’s shareholders, at the time of the Company Shareholder Action and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Action which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Broadcom Parent which is contained in the Permit Application or the Information Statement.

Permit Application; Information Statement. The information supplied by the Company Target for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Acquiror Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Target Options to be assumed in the Merger will be qualified under the California Code (the "Permit ApplicationPERMIT APPLICATION") shall not at the time the Fairness Hearing fairness hearing is held pursuant to Section 25142 of the California Code and the time the qualification of such securities is effective under Section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company Target for inclusion in the information statement to be sent to the shareholders of the Company Target in connection with the Company Target shareholders' consideration of the Merger (the "Company Shareholder ActionTARGET SHAREHOLDER ACTION") (such information statement as amended or supplemented is referred to herein as the "Information StatementINFORMATION STATEMENT") shall not, on the date the Information Statement is first mailed to the CompanyTarget's shareholders, at the time of the Company Target Shareholder Action and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Target Shareholder Action which has become false or misleading. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied by Broadcom Acquiror which is contained in the Permit Application or the Information Statement.

Permit Application; Information Statement. The information supplied by the Company for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Parent Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options and Company Warrants to be assumed in the Merger will be qualified under the California Code (the "Permit Application") shall not at the time the Fairness Hearing is held pursuant to Section section 25142 of the California Code and the time the qualification of such securities is effective under Section section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company for inclusion in the information statement to be sent to the shareholders stockholders of the Company in connection with the Company shareholders' consideration of the Merger (the "Company Shareholder Action") Stockholder Action (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to the Company's shareholdersstockholders, at the time of the Company Shareholder Stockholder Action and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Stockholder Action which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Broadcom Parent which is contained in the Permit Application or the Information Statement.

Permit Application; Information Statement. The information supplied by the Company NuTool for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger Application will be qualified under the California Code (the "Permit Application") shall not at the time the Fairness Hearing is held pursuant to Section 25142 of the California Corporations Code and the time the qualification of such securities is effective under Section 25122 of the California Corporations Code 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 were made, not misleading. The information supplied by the Company NuTool for inclusion in the information statement to be sent to the shareholders of the Company Stockholders in connection with the Company shareholders' consideration of the Merger (the "Company Shareholder Action") Special Meeting or Written Consent (such information statement as amended or supplemented is referred to herein as the "“Information Statement"”) shall will not, on the date the Information Statement is first mailed to the Company's shareholdersStockholders, at the time of the Company Shareholder Special Meeting or Consent Action and at the Effective TimeTime of Merger, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Action Special Meeting or Written Consent which has become false or misleading. Notwithstanding the foregoing, the Company NuTool makes no representation, warranty or covenant with respect to any information supplied by Broadcom ASM which is contained in the Permit Application or the Information Statement.

Permit Application; Information Statement. The information supplied by the Company for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code permit (the "Permit Application") shall not at the time the Fairness Hearing is held pursuant to Section 25142 25121 of the California Code Securities Act and the time the qualification of such securities is effective under Section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company for inclusion in the information statement to be sent to the shareholders holders of the Company in connection with the Company shareholders' consideration of Common Stock to consider the Merger (the "Company Shareholder Action") (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall ), will not, on the date the fairness hearing is held pursuant to Section 25142 of the California Securities Act (the "Fairness Hearing"), on the date the Information Statement is first mailed to the Company's shareholdersStockholders, at the time of the Company Shareholder Action and or at the Effective Time, contain any statement which, that at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Permit Application or the consent solicitation of proxies or written consents for the Company Shareholder Action which that has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company that should be set forth in an amendment or a supplement to the Permit Application or the Information Statement, the Company shall promptly inform Parent and Sub. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Broadcom which Parent or Sub that is contained in any of the Permit Application or the Information Statementforegoing documents.

Permit Application; Information Statement. The information supplied by the Company for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Parent Common Stock to be issued in the Merger and (if deemed necessary by Broadcom Parent in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code (the "Permit Application") shall not at the time the Fairness Hearing is held pursuant to Section 25142 of the California Code and the time the qualification of such securities is effective under Section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company for inclusion in the information statement to be sent to the shareholders stockholders of the Company in connection with the Company shareholdersstockholders' consideration of the Merger adoption of this Agreement (the "Company Shareholder Stockholder Action") (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to the Company's shareholdersstockholders, at the time of the Company Shareholder Stockholder Action and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Stockholder Action which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Broadcom Parent or Merger Sub which is contained in the Permit Application or the Information Statement.

Permit Application; Information Statement. The information supplied by the Company Parent or Merger Sub for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code (the "Permit Application") Application shall not at the time the Fairness Hearing fairness hearing is held pursuant to Section 25142 of the California Code Securities Law and the time the qualification of such securities is effective under Section 25122 of the California Code Securities Law 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 were made, not misleading. The information supplied by the Company Parent or Merger Sub for inclusion in the information statement to be sent to the shareholders of the Company in connection with the Company shareholders' consideration of the Merger (the "Company Shareholder Action") (such information statement as amended or supplemented is referred to herein as the "Information Statement") Statement shall not, on the date the Information Statement is first mailed to the Company's shareholders, at the time of the Company Shareholder Action Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Action Shareholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company neither Parent nor Merger Sub makes no any representation, warranty or covenant with respect to any information supplied by Broadcom the Company which is contained in any of the Permit Application or the Information Statementforegoing documents.

Permit Application; Information Statement. The information supplied by the Company for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code (the "Permit Application") shall not -42- 50 at the time the Fairness Hearing is held pursuant to Section 25142 of the California Code and the time the qualification of such securities is effective under Section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company for inclusion in the information statement to be sent to the shareholders stockholders of the Company in connection with the Company shareholdersstockholders' consideration of the Merger (the "Company Shareholder Stockholder Action") (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to the Company's shareholdersstockholders, at the time of the Company Shareholder Stockholder Action and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Stockholder Action which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Broadcom which is contained in the Permit Application or the Information Statement.

Permit Application; Information Statement. The information supplied by the Company Target for inclusion in the application for issuance of a permit pursuant to Section 25121 of California Permit Law pursuant to which the shares of Broadcom Acquiror Common Stock to be issued in the Step One Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options options to be assumed in the Step One Merger will be qualified under the California Code Law (the "Permit Application") shall not at the time the Fairness Hearing fairness hearing is held pursuant to Section 25142 of the California Code Law and the time the qualification of such securities is effective under Section 25122 of the California Code Law 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 were made, not misleading. The information supplied by the Company Target for inclusion in the information statement to be sent to the shareholders stockholders of the Company Target in connection with the Company shareholders' consideration written consent of Target's stockholders to consider the Step One Merger (the "Company Shareholder ActionTarget Stockholders Consent") (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to the CompanyTarget's shareholdersstockholders, at the time of the Company Shareholder Action written consent of the Target's stockholders and at the Effective Time, Time contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for to approve the Company Shareholder Action Step One Merger which has become false or misleading. If at any time prior to the Effective Time any event or information is discovered by Target which should be set forth in an amendment to the Permit Application or a supplement to the Information Statement, Target shall promptly inform Acquiror and Merger Sub. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied by Broadcom Acquiror, Merger Sub or LLC which is contained in any of the Permit Application or the Information Statementforegoing documents.

Permit Application; Information Statement. The information supplied by the Company for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Parent Common Stock to be issued in the Merger and (if deemed necessary by Broadcom Parent in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code (the "Permit Application") shall not at the time the Fairness Hearing is held pursuant to Section 25142 of the California Code and or the time the qualification of such securities is effective under Section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company for inclusion in the information statement to be sent to the shareholders of the Company in connection with the Company shareholders' consideration of the Merger (the "Company Shareholder Action") (such information statement as amended or supplemented is referred to herein as the "Information Statement") shall not, on the date the Information Statement is first mailed to the Company's shareholders, at the time of the Company Shareholder Action and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Action which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Broadcom Parent or Merger Sub which is contained in the Permit Application or the Information Statement.

Permit Application; Information Statement. The information supplied in writing to Parent, or its counsel or auditors, by the Company Target and Holders for inclusion in the application for issuance of a California Permit pursuant to which the shares of Broadcom Parent Common Stock to be issued in the Merger and (if deemed necessary by Broadcom in its good faith judgment) the Company Options to be assumed in the Merger will be qualified under the California Code (the "Permit ApplicationPERMIT APPLICATION") shall not not, at the time the Fairness Hearing fairness hearing is held pursuant to Section 25142 of the California Code and the time the qualification of such securities is effective under Section 25122 of the California Code 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 were made, not misleading. The information supplied by the Company Target and Holders for inclusion in the any information statement to be sent to the shareholders holders of the Company Target Units in connection with the Company shareholderssuch holders' consideration of the Merger (the "Company Shareholder ActionTARGET UNITS HOLDERS ACTION") (such information statement as amended or supplemented is referred to herein as the "Information StatementINFORMATION STATEMENT") shall not, on the date the Information Statement is first mailed to the Company's shareholdersholders of Target Units, at the time of the Company Shareholder Target Units Holders Action and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or written consents for the Company Shareholder Target Units Holders Action which has become false or misleading. Notwithstanding the foregoing, the Company Target makes no representation, warranty or covenant with respect to any information supplied by Broadcom which Parent or Merger Sub that is contained in the Permit Application or the Information Statement.