Common use of Registration Statement and Joint Proxy Statement Clause in Contracts

Registration Statement and Joint Proxy Statement. None of the information to be supplied by Parent or Sub for inclusion or incorporation by reference in the Registration Statement, the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith will: (i) in the case of the Registration Statement, at the time it becomes effective, 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 not misleading; (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement, the time of each of the Shareholder Meetings, and at the Effective Time, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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 statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Parent and the Company. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as applicable. 2.7

Registration Statement and Joint Proxy Statement. None of the information to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in the Registration Statement, the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) Statement or any other document filed with any other regulatory agency in connection herewith herewith, will: (i) in the case of the Registration Statement, at the time it becomes effective, 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 not misleading; (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement, the time of each of the Shareholder Meetings, Meetings and at the Effective Time, 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; or, or (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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. If, If at any time prior to the Effective Time, Time any event with respect to Parentthe Company, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, information concerning such event shall be so described, supplied by the Company to Parent and its representatives in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Parent and the Company. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that relate only to the Company Parent or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as applicable. 2.73.7

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by Parent or Sub on behalf of BEC for inclusion or incorporation by reference in the Registration Statement, the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith Statement will: (i) in the case of the Registration Statement, at the time it the Registration Statement becomes effectiveeffective 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 in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; misleading and (ii) in the case of the Joint Proxy StatementStatement shall not, at the time dates mailed to shareholders or at the times of the mailing meetings of shareholders to be held in connection with the Joint Proxy Statement, the time of each of the Shareholder Meetings, and at the Effective TimeMergers, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein or necessary correct any statement in order to make statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event earlier communication with respect to Parent, its officers and directors the solicitation of proxies for the shareholder meeting which has become false or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Parent and the Companymisleading. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that Statement, insofar as they relate only to the Company BEC or any of its Subsidiaries) will BEC subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to BEC or any of its respective affiliates, as applicableofficers or directors should be discovered by BEC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, BEC shall promptly inform CES. 2.7Notwithstanding the foregoing, BEC makes no representation or warranty with respect to any information supplied by CES which is contained in any of the foregoing documents.

Registration Statement and Joint Proxy Statement. None of the information supplied or to be supplied by Parent or Sub on behalf of the Company for inclusion or incorporation by reference in (i) the Registration Statement, registration statement on Form S-4 to be filed with the joint proxy statement/prospectus included therein SEC by the Parent in connection with the issuance of shares of Parent Common Stock in the Merger (together with any amendments or supplements thereto, the "Joint Proxy Registration Statement") relating to will, at the "Shareholder Meetings" (as defined in Section 5.1) or any other document time the Registration Statement is filed with any other regulatory agency in connection herewith will: (i) in the case of the Registration Statement, SEC and at the time it becomes effectiveeffective 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 in order to make the statements therein not misleading; misleading and (ii) the joint proxy statement in definitive form relating to the meeting of Company Stockholders to be held in connection with the Merger and the meeting of Parent shareholders to be held in connection with the issuance of shares of Parent Common Stock in the case of Merger (the "Joint Proxy Statement") will, at the time date mailed to stockholders of the mailing Company and shareholders of the Joint Proxy Statement, the time of each of the Shareholder Meetings, Parent and at the Effective Timetimes of such meetings, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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 statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time the prior to the Effective Time, Time any event with respect to Parent, its officers and directors the Company or any of its Subsidiaries Subsidiaries, or with respect to any information supplied by the Company for inclusion or incorporation by reference in the Form S-4 on the Joint Proxy Statement, shall occur which is required to be described in an amendment or supplement to, the Form S-4 or the Joint Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders holders of Parent and Company Common Stock. The Joint Proxy Statement, to the extent it relates to the Company. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) , will comply as to form in all material respects with the provisions of the Securities Exchange Act and the Exchange Act, as applicable. 2.7rules and regulations thereunder.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by Parent or Sub for inclusion or incorporation by reference in the Registration Statement, Statement or the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the "Shareholder Meetings" Meetings (as defined in Section 5.1hereinafter defined) or any other document filed with any other regulatory agency in connection herewith will: will (i) in the case of the Registration Statement, at the time it becomes effective, 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 not misleading; misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement, the time of each of the Shareholder Meetings, Meetings and at the Effective Time, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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 statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Effective Time, Time any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Parent and the Company. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Joint Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act, as applicable. 2.7.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by Parent or Sub for inclusion or incorporation by reference in the Registration Statement, Statement or the joint proxy statement/prospectus included therein relating to the Stockholder Meetings (as defined in Section 5.1) (together with any amendments or supplements thereto, the "“Joint Proxy Statement"”) relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith will: will (i) in the case of the Registration Statement, at the time it becomes effective, 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 not misleading; misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement, Statement and at the time of each of the Shareholder Stockholder Meetings, and at the Effective Time, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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 statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective TimeStockholder Meetings, any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required at that time to be described in the Joint Proxy Statement or the Registration Statement, such event shall be so described, and (subject to Section 5.2) an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders stockholders of Parent and the Company. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Joint Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act, as applicable. 2.7.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by Parent or Sub on behalf of CES for inclusion or incorporation by reference in the Registration Statement, registration statement on Form S-4 to be filed with the joint proxy statement/prospectus included therein SEC in connection with the issuance of shares of Company Common Stock in the Mergers (together with any amendments or supplements thereto, the "Joint Proxy Registration Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith will: (i) in the case of the Registration Statement, at the time it the Registration Statement becomes effectiveeffective 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 in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; misleading and (ii) the joint proxy statement, in definitive form, relating to the case meeting of CES shareholders and the meeting of BEC shareholders to be held in connection with the Mergers (the "Joint Proxy Statement") shall not, at the time dates mailed to shareholders or at the times of the mailing meetings of shareholders to be held in connection with the Joint Proxy Statement, the time of each of the Shareholder Meetings, and at the Effective TimeMergers, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein or necessary correct any statement in order to make statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event earlier communication with respect to Parent, its officers and directors the solicitation of proxies for the shareholder meeting which has become false or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Parent and the Companymisleading. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that Statement, insofar as they relate only to the Company CES or any of its Subsidiaries) will CES subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to CES or any of its respective affiliates, as applicableofficers or directors should be discovered by CES which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, CES shall promptly inform BEC. 2.7Notwithstanding the foregoing, CES makes no representation or warranty with respect to any information supplied by BEC which is contained in any of the foregoing documents.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by Parent or Sub for inclusion or incorporation by reference in the Registration Statement, Statement or the joint proxy statement/prospectus included therein relating to the Stockholder Meetings (as defined in Section 5.1) (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith will: will (i) in the case of the Registration Statement, at the time it becomes effective, 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 not misleading; misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement, Statement and at the time of each of the Shareholder Stockholder Meetings, and at the Effective Time, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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 statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective TimeStockholder Meetings, any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required at that time to be described in the Joint Proxy Statement or the Registration Statement, such event shall be so described, and (subject to Section 5.2) an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders stockholders of Parent and the Company. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act Act, and the Joint Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act, as applicable. 2.7.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by Parent or Sub for inclusion or incorporation by reference in the Registration Statement, Statement or the joint proxy statement/prospectus included therein relating to the Stockholder Meetings (as defined in Section 5.1) (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith will: will (i) in the case of the Registration Statement, at the time it becomes effective, 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 12 therein not misleading; misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statementthereof, at the time of each of the Shareholder Meetings, Stockholder Meetings and at the Effective Time, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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 statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Effective Time, Time any event with respect to Parent, its directors and officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the shareholders stockholders of Parent and the CompanyParent. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) will comply (with respect to information relating to Parent and Sub) as to form in all material respects with the provisions of the Securities Act Act, and the Joint Proxy Statement will comply (with respect to information relating to Parent and Sub) as to form in all material respects with the provisions of the Exchange Act, as applicable. 2.7.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by Parent or Sub on behalf of CES for inclusion or incorporation by reference in the Registration Statement, registration statement on Form S-4 to be filed with the joint proxy statement/prospectus included therein SEC in connection with the issuance of shares of Company Common Stock in the Mergers (together with any amendments or supplements thereto, the "Joint Proxy Registration Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith will: (i) in the case of the Registration Statement, at the time it the Registration Statement becomes effectiveeffective 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 in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; misleading and (ii) the joint proxy statement, in definitive form, relating to the case meeting of CES shareholders and the meeting of BEC shareholders to be held in connection with the Mergers (the "Joint Proxy Statement") shall not, at the time dates mailed to shareholders or at the times of the mailing meetings of shareholders to be held in connection with the Joint Proxy Statement, the time of each of the Shareholder Meetings, and at the Effective TimeMergers, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein or necessary correct any statement in order to make statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event earlier communication with respect to Parent, its officers and directors the solicitation of proxies for the shareholder meeting which has become false or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Parent and the Companymisleading. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that Statement, insofar as they relate only to the Company CES or any of its Subsidiaries) will CES subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to CES or any of its respective affiliates, as applicableofficers or directors should be discovered by CES which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, CES shall promptly inform BEC. 2.7Notwithstanding the 20 foregoing, CES makes no representation or warranty with respect to any information supplied by BEC which is contained in any of the foregoing documents.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in the Registration Statement, Statement or the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith will: Statement will (i) in the case of the Registration Statement, at the time it is filed, when it is supplemented or amended and when it becomes effective, 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 not misleading; misleading or (ii) in the case of the Joint Proxy StatementStatement , at the time of the mailing of the Joint Proxy StatementStatement , the time of each of the Company Shareholder MeetingsMeeting, and at the Effective Time, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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 statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Effective Time, Time any event with respect to Parentthe Company, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Parent and the Company. The Registration Statement will comply (except for portions thereof that relate only with respect to the Company or any of its SubsidiariesCompany) and the Joint Proxy Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Securities Act and Act. At the time of the filing of any disclosure document filed after the date hereof pursuant to the Securities Act, the Exchange ActAct or any state securities law (each a "Company Disclosure Document") other than the Joint Proxy Statement, at the time of any distribution thereof and throughout the remaining pendency of the Merger each such Company Disclosure Document (as applicable. 2.7supplemented or amended) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Registration Statement and Joint Proxy Statement. NEWCO FORM S-1. (a) None of the information to be supplied (other than information provided by Parent IGL or Sub for inclusion Sub) included or incorporation incorporated by reference in the Registration Statement, the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith will: Statement will (i) in the case of the Registration Statement, at the time it becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, in light of the circumstances under which they were made, or necessary in order to make the statements therein not misleading; misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statementthereof, at the time of each of the Shareholder Meetings, Stockholder Meetings and at the Effective Time, 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; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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 statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time prior to the Effective Time, Time any event with respect to ParentFTX, its directors and officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the shareholders stockholders of Parent and FTX. With respect to information relating to FTX, the Company. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Securities Act Act, and the Joint Proxy Statement will comply (with respect to FTX) as to form in all material respects with the provisions of the Exchange Act, as applicable. 2.7.