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

Registration Statement; Joint Proxy Statement. The Joint Proxy Statement (defined in Section 7.01(b)) will comply as to form in all material respects with the requirements of the Exchange Act applicable to the Company. None of the information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (defined in Section 7.01(b)) or the Joint Proxy Statement will (in the case of the Registration Statement, at the time it is filed with the SEC and, after giving effect to all supplements and amendments thereto (if any), at the time it becomes effective under the Securities Act; and, in the case of the Joint Proxy Statement, at the date mailed to shareholders of the Company and Buyer and, after giving effect to all supplements and amendments thereto (if any), at the time of the meetings of such shareholders to be held in connection with the Merger) 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 were made, not misleading.

Registration Statement; Joint Proxy Statement. The Registration Statement and the Joint Proxy Statement (defined in Section 7.01(b)) will comply as to form in all material respects with the requirements of the Securities Act or of the Exchange Act Act, as the case may be, applicable to the CompanyBuyer. None of the information supplied or to be supplied by the Company Buyer for inclusion or incorporation by reference in the Registration Statement (defined in Section 7.01(b)) or the Joint Proxy Statement will (in the case of the Registration Statement, at the time it is filed with the SEC andSEC, after giving effect to all supplements and amendments thereto (if any), and at the time it becomes effective under the Securities Act; and, in the case of the Joint Proxy Statement, at the date mailed to the shareholders of the Company and Buyer andBuyer, and after giving effect to all supplements and amendments thereto (if any), at the time of the meetings of such shareholders to be held in connection with the Merger) 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 were made, not misleading.