Common use of Registration Statement and Proxy Statement/Prospectus Clause in Contracts

Registration Statement and Proxy Statement/Prospectus. The information supplied or to be supplied by News Corp., any News Corp. Subsidiary or their respective Representatives for inclusion in (a) the Registration Statement will not, either at the time the Registration Statement is filed with the SEC, at the time any amendment thereof or supplement thereto is filed with the SEC, at the time it becomes effective under the Securities Act or 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 (b) the Proxy Statement/Prospectus, including any amendments and supplements thereto, will not, either at the date mailed to the Company's stockholders or at the time of the Company Meeting, 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, in the light of the circumstances under which they were made, not misleading. The Proxy Statement/Prospectus, as to information supplied by News Corp., any News Corp. Subsidiary or their respective Representatives, will comply as to form in all material respects with all applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and the Registration Statement, other than as to information supplied by the Company, any Company Subsidiary or their respective Representatives, will comply in all material respects with the provisions of the Securities Act and the rules and regulations promulgated thereunder.

Registration Statement and Proxy Statement/Prospectus. The information supplied or to be supplied by News Corp., any News Corp. Subsidiary or their respective Representatives Extensity in writing for inclusion or incorporation by reference in (a) the Registration Statement will noton Form F-4 registering the Geac Common Shares to be issued in the Merger (the "Registration Statement") as it relates to Extensity, either at the time the Registration Statement is filed with declared effective by the SEC, at the time any amendment thereof or supplement thereto is filed with the SEC, at the time it becomes effective under the Securities Act or at the Effective Time, shall 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 not misleading misleading. The information to be supplied by Extensity in writing for inclusion in the proxy statement/prospectus to be sent to the stockholders of Extensity in connection with the Stockholder Meeting (such proxy statement/prospectus, as amended and (b) supplemented, is referred to as the "Proxy Statement/Prospectus"), at the date the Proxy Statement/Prospectus, including any amendments and supplements thereto, will not, either at the date Prospectus is first mailed to the CompanyExtensity's stockholders or stockholders, at the time or times of the Company Stockholder Meeting, and at the Effective Time, shall 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 the light of the circumstances under which they were made, not misleading. The If, at any time before the Effective Time, any event with respect to Extensity or the Extensity Subs shall occur which is required to be described in the Proxy Statement/Prospectus, as to information supplied by News Corp.such event shall be so described, any News Corp. Subsidiary and an amendment or their respective Representatives, will comply as to form in all material respects supplement shall be promptly filed with all applicable provisions of the Securities Act SEC and the Exchange Act and Ontario Securities Commission, and, as required by Law, disseminated to the rules and regulations promulgated thereunder, and the Registration Statement, other than as to information supplied by the Company, any Company Subsidiary or their respective Representatives, will comply in all material respects with the provisions stockholders of the Securities Act and the rules and regulations promulgated thereunderExtensity.

Registration Statement and Proxy Statement/Prospectus. The None of the information supplied or to be supplied by News Corp., any News Corp. Subsidiary or their respective Representatives the Company for inclusion or incorporation by reference in (a) the Registration Statement or the Proxy Statement/Prospectus will not, either at (i) in the time case of the Registration Statement is filed with the SEC, at the time any amendment thereof or supplement thereto is filed with the SECStatement, at the time it becomes effective under 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 Securities Act statements therein not misleading or (ii) in the case of the Proxy Statement/Prospectus, at the time of the mailing of the Proxy Statement/Prospectus to the Company's shareholders, at the time of the Special Meeting 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 (b) the Proxy Statement/Prospectus, including any amendments and supplements thereto, will not, either at the date mailed to the Company's stockholders or at the time of the Company 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 the light of the circumstances under which they were are made, not misleading. The If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its Subsidiaries shall occur that is required to be described in the Proxy Statement/Prospectus, as to information supplied by News Corp., any News Corp. Subsidiary Prospectus or their respective Representatives, will comply as to form in all material respects with all applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and the Registration Statement, other than such event shall be so described and promptly disclosed to Parent, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company. The Registration Statement and the Proxy Statement/Prospectus will comply (with respect to the Company and its Subsidiaries) as to information supplied by the Company, any Company Subsidiary or their respective Representatives, will comply form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated thereunderExchange Act.

Registration Statement and Proxy Statement/Prospectus. The None of the information supplied (other than information provided by Lamar or to be supplied NewCo) included ox xxxorporated by News Corp., any News Corp. Subsidiary or their respective Representatives for inclusion reference in (a) the Registration Statement will not, either at (a) in the time case of the Registration Statement is filed with the SEC, at the time any amendment thereof or supplement thereto is filed with the SECStatement, at the time it becomes effective effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, or necessary in order to make the Securities Act statements therein not misleading, or (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof, at the time of the Bowlin Special Meeting, anx xx xhe 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 (b) the Proxy Statement/Prospectus, including any amendments and supplements thereto, will not, either at the date mailed to the Company's stockholders or at the time of the Company 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 the light of the circumstances under which they were are made, not misleading. The If at any time prior to the Effective Time any event with respect to any member of the Bowlin Group or its respexxxxx directors or officers shall occur which is required to be described in the Proxy Statement/ProspectusProspectus or the Registration Statement, as such event shall be so described, and an appropriate amendment or supplement will be promptly filed with the SEC and, to the extent required by law, disseminated to the Bowlin stockholders. With xxxxect to information supplied by News Corp.relating to Bowlin, any News Corp. Subsidiary or their respective Representatives, the Registration Xxxxxment will comply as to form in all material respects with all applicable the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct, and the Registration Proxy Statement, other than /Prospectus will comply (with respect to Bowlin) as to information supplied by the Company, any Company Subsidiary or their respective Representatives, will comply form in all material mxxxxxxl respects with the provisions of the Securities Act and the rules and regulations promulgated thereunderExchange Act.

Registration Statement and Proxy Statement/Prospectus. The None of the information supplied (other than information provided by Bowlin) included or to be supplied incorpoxxxxx by News Corp., any News Corp. Subsidiary or their respective Representatives for inclusion reference in (a) the Registration Statement will not, either at (a) in the time case of the Registration Statement is filed with the SEC, at the time any amendment thereof or supplement thereto is filed with the SECStatement, at the time it becomes effective under the Securities Act or 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 and misleading, or (b) in the case of the Proxy Statement/Prospectus, including any amendments and supplements thereto, will not, either at the date mailed to the Company's stockholders or at the time of the Company mailing thereof, at the time of the Bowlin Special Meeting, and xx xxe 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 the light of the circumstances under which they were are made, not misleading. The If at any time prior to the Effective Time any event with respect to Lamar, its directors or ofxxxxxs or any of its subsidiaries shall occur which is required to be described in the Proxy Statement/ProspectusProspectus or the Registration Statement, as such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, to information supplied the extent required by News Corp.law, any News Corp. Subsidiary or their respective Representatives, will disseminated to the Bowlin stockholders. The Rxxxxxxation Statement shall comply as to form in all material respects with all applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and the Registration Statement, other than as to information supplied by the Company, any Company Subsidiary or their respective Representatives, will comply in all material respects with the provisions of the Securities Act Act, and the rules and regulations promulgated thereunderProxy Statement/Prospectus shall comply 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 Bowlin.

Registration Statement and Proxy Statement/Prospectus. The information supplied On the effective date of the Registration Statement, the Registration Statement, and when first filed in accordance with Rule 424(b) and/or filed pursuant to Section 14A, the Proxy Statement/Prospectus (or to be supplied by News Corp.any amendment or supplement thereto), any News Corp. Subsidiary or their respective Representatives for inclusion shall comply in (a) all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the effective date of the Registration Statement, the Registration Statement will not, either at the time the Registration Statement is filed with the SEC, at the time any amendment thereof or supplement thereto is filed with the SEC, at the time it becomes effective under the Securities Act or at the Effective Time, 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 not misleading and (bmisleading. On the date of any filing pursuant to Rule 424(b) and/or Section 14A, the date the Proxy Statement/Prospectus, including any amendments and supplements thereto, will not, either at the date Prospectus is first mailed to the Company's stockholders or SPAC Shareholders and certain of the Company Shareholders, as applicable, and at the time of the Company SPAC Shareholders’ Meeting, contain the Proxy Statement/Prospectus (together with any amendments or supplements thereto) will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; provided, however, that, notwithstanding anything herein to the contrary (including any representations and warranties set forth in this Article V) SPAC makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Proxy Statement/Prospectus in reliance upon and in conformity with information furnished in writing to SPAC by or on behalf of the Company specifically for inclusion in the Registration Statement or the Proxy Statement/Prospectus. In the event there is any tax opinion, as comfort letter or other opinion required to information supplied by News Corp., any News Corp. Subsidiary or their respective Representatives, will comply as to form be provided in all material respects connection with all applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and the Registration Statement, notwithstanding anything to the contrary, neither this provision nor any other than provision in this Agreement shall require counsel to the Company or its tax advisors to provide an opinion that the Merger qualifies as to information supplied by a reorganization within the Company, any Company Subsidiary or their respective Representatives, will comply in all material respects with the provisions meaning of Section 368(a) of the Securities Act and Code or otherwise qualifies for the rules and regulations promulgated thereunderIntended Tax Treatment.