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

Registration Statement and Joint Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act 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 to make the statements therein not misleading, and (ii) the Joint Proxy Statement will, at the date the Joint Proxy Statement is mailed to the stockholders of the Company and Parent and, as the same may be amended or supplemented, at the time of the meetings of such stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact with respect to the Company or its Subsidiaries necessary in order to make the statements therein with respect to the Company or its Subsidiaries, in light of the circumstances under which they are made, not misleading. (b) Each of the Registration Statement and the Joint Proxy Statement, as of such respective dates, will comply (with respect to the Company and its Subsidiaries) as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Joint Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in in (ia) the Registration Statement registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Common Stock in the Merger (the "REGISTRATION STATEMENT") will, at the time the Registration Statement becomes effective under the Securities Act and at the Effective TimeAct, 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, and misleading and (iib) the Joint Proxy Statement willjoint proxy statement, in definitive form (the "JOINT PROXY STATEMENT"), relating to the Company Shareholders' Meeting (as defined in Section 7.4(a)) and Parent Shareholders' Meeting (as defined in Section 7.4(b)) shall not, at the date the Joint Proxy Statement is dates mailed to the stockholders of the Company shareholders and Parent and, as the same may be amended or supplemented, shareholders and at the time of the meetings of such stockholders to be held in connection with the MergerCompany Shareholders' Meeting and Parent Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect required to the Company be stated therein or its Subsidiaries necessary in order to make the statements therein with respect to the Company or its Subsidiariestherein, in light of the circumstances under which they are made, not misleading. (b) Each of the . The Registration Statement and the Joint Proxy Statement, insofar as the information included therein is supplied by or on behalf of such respective dates, will comply (with respect to the Company and or any of its Subsidiaries) subsidiaries, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.