Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. (a) None of the information contained in the Proxy Statement (as defined in Section 5.3(b)) (and any amendments thereof or supplements thereto) will at the time of the mailing of the Proxy Statement to the stockholders of the Company and at the time of the Special Meeting (as defined in Section 5.3(a)), 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, except that no representation is made by the Company with respect to statements made or omitted in the Proxy Statement based on information supplied by Parent for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to the statements made or omitted in the Proxy Statement relating to Parent based on information supplied by Parent for inclusion in the Proxy Statement. (b) No registration statement filed by the Company or any Subsidiary pursuant to the Exchange Act or, if necessary, the Securities Act, in connection with the Distribution (together with any amendments thereof and any supplements thereto, the "Distribution Statement") will, at the time the Distribution Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act or the Exchange 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.

Proxy Statement; Registration Statement. (a) None of the information contained provided by Parent for inclusion in the Company Proxy Statement (as defined in Section 5.3(b)) (and or any amendments thereof amendment or supplements supplement thereto) will , at the time of the mailing of the Company Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company and at the time the stockholders of the Special Meeting Company vote on adoption of this Agreement and at the Effective Time, will contain any untrue statement of a 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 were made, not misleading. (b) The Registration Statement of Parent to be filed with the SEC with respect to the offering of Parent Stock in connection with the Merger (the "REGISTRATION STATEMENT") and any amendments or supplements thereto, when filed, will comply as defined to form in Section 5.3(a))all material respects with the requirements of the 1933 Act. At the time the Registration Statement or any amendment or supplement thereto becomes effective and at the Effective Time, the Registration Statement, as amended or supplemented, will not 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, therein not misleading, except that no representation is made . The representations and warranties contained in this Section 6.9 will not apply to statements or omissions in the Registration Statement or any amendment or supplement thereto based upon information furnished to Parent by the Company with respect to statements made or omitted in the Proxy Statement based on information supplied by Parent specifically for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to the statements made or omitted in the Proxy Statement relating to Parent based on information supplied by Parent for inclusion in the Proxy Statementuse therein. (b) No registration statement filed by the Company or any Subsidiary pursuant to the Exchange Act or, if necessary, the Securities Act, in connection with the Distribution (together with any amendments thereof and any supplements thereto, the "Distribution Statement") will, at the time the Distribution Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act or the Exchange 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.

Proxy Statement; Registration Statement. (a) The proxy statement of the Company to be filed as part of the Registration Statement with the SEC in connection with the Merger (the "COMPANY PROXY STATEMENT") and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a 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 were made, not misleading. The representations and warranties contained in this Section 5.10(a) will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein. (b) None of the information contained provided by the Company for inclusion in the Proxy Registration Statement (as defined in Section 5.3(b6.9(b)) (and or any amendments thereof amendment or supplements supplement thereto) will , at the time of the mailing of the Proxy Registration Statement to the stockholders of the Company or any amendment or supplement thereto becomes effective and at the time of the Special Meeting (as defined in Section 5.3(a))Effective Time, 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, except that no representation is made by the Company with respect to statements made or omitted in the Proxy Statement based on information supplied by Parent for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to the statements made or omitted in the Proxy Statement relating to Parent based on information supplied by Parent for inclusion in the Proxy Statement. (b) No registration statement filed by the Company or any Subsidiary pursuant to the Exchange Act or, if necessary, the Securities Act, in connection with the Distribution (together with any amendments thereof and any supplements thereto, the "Distribution Statement") will, at the time the Distribution Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act or the Exchange 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.

Proxy Statement; Registration Statement. (a) The proxy statement of the Company to be filed as part of the Registration Statement with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the 1934 Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a 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 were made, not misleading. The representations and warranties contained in this Section 5.10(a) will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to the Company in writing by Parent specifically for use therein. (b) None of the information contained provided by the Company for inclusion in the Proxy Registration Statement (as defined in Section 5.3(b6.9(b)) (and or any amendments thereof amendment or supplements supplement thereto) will , at the time of the mailing of the Proxy Registration Statement to the stockholders of the Company or any amendment or supplement thereto becomes effective and at the time of the Special Meeting (as defined in Section 5.3(a))Effective Time, 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, except that no representation is made by the Company with respect to statements made or omitted in the Proxy Statement based on information supplied by Parent for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to the statements made or omitted in the Proxy Statement relating to Parent based on information supplied by Parent for inclusion in the Proxy Statement. (b) No registration statement filed by the Company or any Subsidiary pursuant to the Exchange Act or, if necessary, the Securities Act, in connection with the Distribution (together with any amendments thereof and any supplements thereto, the "Distribution Statement") will, at the time the Distribution Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act or the Exchange 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.