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 the Parent Companies or Sub for inclusion or incorporation by reference in the Registration Statement or the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective 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 not misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and at the time of each of the Stockholder 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. If at any time prior to the Effective Time any event with respect to the Parent Companies, their respective officers and directors or any of their Subsidiaries shall occur that 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 stockholders of Parent and the Company. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent Companies) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies or Sub for inclusion or incorporation by reference in the Registration 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 Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Timeeffective, 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 or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and Statement, at the time of each of the Stockholder MeetingsMeetings 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. If at any time prior to the Effective Time any event with respect to the Parent CompaniesParent, their respective its officers and directors or any of their its Subsidiaries shall occur that 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 stockholders of Parent and the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent CompaniesParent) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies or Sub for inclusion or incorporation by reference in the Registration Statement or the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Shareholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Timeeffective, 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 or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and at Statement, the time of each of the Stockholder MeetingsShareholder 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. If at any time prior to the Effective Time any event with respect to the Parent CompaniesParent, their respective its officers and directors or any of their its Subsidiaries shall occur that 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 stockholders shareholders of Parent and the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent CompaniesParent) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies or Sub (other than information provided for inclusion therein by FTX) included or incorporation incorporated - by reference in the Registration 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 Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Timeeffective, 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 light of the circumstances under which they were made, not misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and thereof, at the time of each of the Stockholder MeetingsMeetings 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. If at any time prior to the Effective Time any event with respect to the Parent CompaniesIGL, their respective its directors and officers and directors or any of their its Subsidiaries shall occur that 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 stockholders of Parent and the CompanyIGL. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent Companies) as to form in all material respects with the provisions of the Exchange Act, in each case other than as to information provided for inclusion therein by FTX.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies Company or Sub the Stockholders for inclusion or incorporation by reference in the Registration Statement or on Form S-4 (the joint proxy statement/prospectus "REGISTRATION STATEMENT") and the Joint Proxy Statement and Prospectus included therein (together with any amendments or and supplements thereto, the "Joint Proxy StatementJOINT PROXY STATEMENT") relating to the Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Timeeffective, 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 or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and Statement, at the time of each of the Stockholder MeetingsMeetings 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. If at any time prior to the Effective Time any event with respect to the Parent CompaniesCompany, their respective its officers and directors or any of their Subsidiaries the Stockholders shall occur that 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 Securities and Exchange Commission (the "SEC") and, as required by law, disseminated to the stockholders of Parent the Company and the CompanyKellwood. The Registration Statement will comply (with respect to the Company) as to form in all material respects with the provisions of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), and the Joint Proxy Statement will comply (with respect to the Parent CompaniesCompany) as to form in all material respects with the provisions of the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT").

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies or Sub for inclusion or incorporation by reference in the Registration Statement or the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Shareholder Meetings (as defined in Section 5.1hereinafter defined) will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Timeeffective, 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 or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and at Statement, the time of each of the Stockholder MeetingsShareholder 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. If at any time prior to the Effective Time any event with respect to the Parent CompaniesParent, their respective its officers and directors or any of their its Subsidiaries shall occur that 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 stockholders shareholders of Parent and the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent CompaniesParent) as to form in all material respects with the provisions of the Exchange Act.. Section 2.7

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies or Sub (other than information provided for inclusion therein by FTX) included or incorporation incorporated by reference in the Registration 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 Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Timeeffective, 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 light of the circumstances under which they were made, not misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and thereof, at the time of each of the Stockholder MeetingsMeetings 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. If at any time prior to the Effective Time any event with respect to the Parent CompaniesIGL, their respective its directors and officers and directors or any of their its Subsidiaries shall occur that 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 stockholders of Parent and the CompanyIGL. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent Companies) as to form in all material respects with the provisions of the Exchange Act, in each case other than as to information provided for inclusion therein by FTX.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies or Sub for inclusion or incorporation by reference in the Registration Statement or the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Timeeffective, 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 or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and at Statement, the time of each of the Stockholder MeetingsMeetings 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. If at any time prior to the Effective Time any event with respect to the Parent CompaniesParent, their respective its officers and directors or any of their its Subsidiaries shall occur that 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 stockholders of Parent and the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent CompaniesParent) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Parent Companies or Sub Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Registration Statement") ---------------------- will, at the time the Registration Statement or is filed with the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, SEC and at the time it becomes effective and at under the Effective TimeSecurities 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 or 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 Parent and at the time times of each of the Stockholder Meetingssuch 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. If at any time the prior to the Effective Time any event with respect to the Parent Companies, their respective officers and directors Company or any of their Subsidiaries its 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 that 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 stockholders holders of Parent and Company Common Stock. The Joint Proxy Statement, to the extent it relates to the Company. The Registration Statement , will comply as to form in all material respects with the provisions of the Securities Act, Exchange Act and the Joint Proxy Statement will comply (with respect to the Parent Companies) as to form in all material respects with the provisions of the Exchange Actrules and regulations thereunder.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies or Sub for inclusion or incorporation by reference in the Registration Statement or the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective 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 therein, in light of the circumstances under which they are made, not misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and at the time of each of the Stockholder 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. If at any time prior to the Effective Time any event with respect to the Parent CompaniesParent, their respective its officers and directors or any of their its Subsidiaries shall occur that 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 stockholders of Parent and shareholders of the Company. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent CompaniesParent) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies or Sub for inclusion or incorporation by reference in the Registration Statement or the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective 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 not misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and at the time of each of the Stockholder 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. If at any time prior to the Effective Time any event with respect to the Parent Companies, their respective officers and directors or any of their Subsidiaries shall occur that is required to be 9 14 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 stockholders of Parent and the Company. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent Companies) as to form in all material respects with the provisions of the Exchange Act.. Section 2.7

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies or Sub for inclusion or incorporation by reference in the Registration 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 Stockholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Timeeffective, 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 or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and Statement, at the time of each of the Stockholder MeetingsMeetings 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. If at any time prior to the Effective Time any event with respect to the Parent CompaniesParent, their respective its officers and directors or any of their its Subsidiaries shall occur that which is required to be described in the Joint Proxy Statement or the Registration Statement, 25 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 stockholders of Parent and the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent CompaniesParent) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Parent Companies or Sub for inclusion or incorporation by reference in the Registration Statement or the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Shareholder Meetings (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Timeeffective, 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 or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement and at Statement, the time of each of the Stockholder MeetingsShareholder 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. If at any time prior to the Effective Time any event with respect to the Parent CompaniesParent, their respective its officers and directors or any of their its Subsidiaries shall occur that 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 stockholders shareholders of Parent and the Company. The Registration Statement will -11- comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement will comply (with respect to the Parent CompaniesParent) as to form in all material respects with the provisions of the Exchange Act.. Section 2.7