Common use of Proxy Statement and Registration Statement Clause in Contracts

Proxy Statement and Registration Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of Parent Shares in the Merger (the “Registration Statement”) will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the “Proxy Statement/Prospectus”), on the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting, will 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 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.

Proxy Statement and Registration Statement. None of the information supplied provided by Parent or to be supplied Acquisition Sub and/or by the Company their auditors, legal counsel, financial advisors or other consultants or advisors specifically for inclusion or incorporation by reference use in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of Parent Shares in the Merger (the “Registration Statement”) Proxy Statement will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the “Proxy Statement/Prospectus”), on the date it the Proxy Statement is first mailed published, sent or given to holders of Company Common Stock or at the time Company's stockholders, on the date of the Company Shareholders Stockholders Meeting, will 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 Proxy Registration Statement/Prospectus , including any amendments or supplements thereto, will not, at the time declared effective, at the time mailed to the Company's stockholders, at the time of the 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 were made, not misleading. Notwithstanding the foregoing, neither Parent nor Acquisition Sub makes any representation or warranty with respect to any information provided by the Company and/or by its auditors, legal counsel, financial advisors, or other consultants or advisors specifically for use in the Registration Statement. The Registration Statement will comply as to form in all material respects with the requirements provisions of the Exchange ActSecurities Act and any other applicable law.

Proxy Statement and Registration Statement. None of the information supplied or to be supplied provided by the Company and/or by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of Parent Shares in the Merger (the “Registration Statement”) will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus included use in the Registration Statement (the “Proxy Statement/Prospectus”)will, on the date it is declared effective, on the date first mailed published, sent or given to holders of Company Common Stock or at the time Company's stockholders and on the date of the Company Shareholders Stockholders Meeting, will as the case may be, 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 Proxy Statement/Prospectus Materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and any other applicable law.

Proxy Statement and Registration Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Shares Common Stock in the Merger (the “"Registration Statement”") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the “"Proxy Statement/Prospectus”"), on the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders MeetingStockholders Meeting (as defined in Section 4.6(b)), will 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 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Shares Common Stock in the First Merger (the “"Registration Statement”") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the “"Proxy Statement/Prospectus”"), on the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders MeetingStock, will 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 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Shares Common Stock in the First Merger (the “Registration Statement”) will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the “Proxy Statement/Prospectus”), on the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders MeetingStock, will 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 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. (a) None of the information supplied or to be supplied by the Company Seller for inclusion or incorporation by reference in the registration statement on Form S-4 F-4 to be filed with the SEC in connection with the issuance of Parent Shares ADSs in the Merger (the “"Registration Statement”") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company Seller for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement related to the Seller Stockholder Meeting (as defined in Section 5.6(b)) (the “"Proxy Statement/Prospectus”"), on the date it is first mailed to holders of Company Seller Common Stock or at the time of the Company Shareholders Seller Stockholder Meeting, will 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 Seller will use its best efforts to ensure that the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder. (b) None of the information supplied or to be supplied by Seller for

Proxy Statement and Registration Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Shares Common Stock in the Merger (the “"Registration Statement”") will, will at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the “"Proxy Statement/Prospectus”"), on the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders MeetingStockholders Meeting (as defined in Section 4.6(b)), will 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 Proxy Statement/Prospectus (except for matters which relate solely with respect to Parent) will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information supplied or to be supplied by the Company CGI for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of Parent Shares shares of GGD Stock and shares of Genzyme Replacement Preferred Stock in the Merger (the “"Registration Statement”") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company CGI for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the “"Proxy Statement/Prospectus”"), on the date it is first mailed to holders of Company CGI Common Stock or at the time of the Company Shareholders MeetingCGI Stockholders Meeting (as defined in Section 4.6(b)), will 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 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Shares Common Stock in the Merger (the “"Registration Statement”") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the “"Proxy Statement/Prospectus”"), on the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders MeetingStockholders Meeting (as defined in Section 4.6(b)), will 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 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.state

Proxy Statement and Registration Statement. None of the information supplied or to be supplied by the Company Biomatrix for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of Parent Shares shares of Genzyme Common Stock in the Merger (the “Registration Statement”"REGISTRATION STATEMENT") will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company Biomatrix for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the “Proxy Statement"PROXY STATEMENT/Prospectus”PROSPECTUS"), on the date it is first mailed to holders of Company Biomatrix Common Stock and holders of Genzyme Common Stock or at the time of the Company Shareholders Biomatrix Stockholders Meeting (as defined in Section 6.8(b)) or the Genzyme Stockholders Meeting] (as defined in Section 6.8(c)), will 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 Proxy Statement/Prospectus Prospectus, insofar as it relates to the information required to be supplied by Biomatrix, will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder.

Proxy Statement and Registration Statement. None of the information supplied or to be supplied by the Company Genzyme for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of Parent Shares in the Merger (the “Registration Statement”) Statement will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or 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 not misleading. None of the information supplied or to be supplied by the Company Genzyme for inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement (the “Proxy Statement/Prospectus”)Prospectus will, on at the date it is first mailed to holders of Company Biomatrix Common Stock or holders of any series of Genzyme Common Stock or at the time of the Company Shareholders Biomatrix Stockholders Meeting or Genzyme Stockholders Meeting, will 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 Proxy Statement/Prospectus Prospectus, insofar as it relates to the information required to be supplied by Genzyme, will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder.