Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Parent for inclusion in the Registration Statement shall not contain, at the time the Registration Statement is declared effective by the SEC, any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under with they were made, not misleading. The information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus to be sent to the stockholders of Company in connection with the Company Stockholders Meeting and to the stockholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of Parent and Company, at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meeting (if one is held) contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading or omit to state any material fact necessary to correct any statement made by Parent in any earlier communication by Parent with respect to the solicitation of proxies for the Parent Stockholders Meeting or the Company Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied or to be supplied by Company which is or will be contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Parent for inclusion in (i) the Registration Statement shall not contain, will at the time it becomes effective under the Registration Statement is declared effective by the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statement, in light of the circumstances under with they were made, therein not misleading. The information supplied by Parent for inclusion in misleading and (ii) the Joint Proxy Statement/Prospectus to be sent to the stockholders of Company in connection with the Company Stockholders Meeting and to the stockholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Parent's stockholders of Parent and Company's shareholders, at the time of the Parent Stockholders' Meeting or the Company Stockholders Meeting, or Shareholders' Meeting and at the time of the Parent Stockholders Meeting (if one is held) Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it was they are made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading misleading, or omit to state any material fact necessary to correct any statement made by Parent in any earlier communication by Parent with respect to the solicitation of proxies for the Parent Stockholders Stockholders' Meeting or the Company Stockholders Shareholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to Parent or any of its affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied or to be supplied by Company which is or will be contained in any of the foregoing documents.