Common use of Registration Statement; Proxy Statement; Other Filings Clause in Contracts

Registration Statement; Proxy Statement; Other Filings. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 6.1 hereof) will at the time it is declared or ordered effective under the Securities 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, in light of the circumstances in which they were made, not misleading; and (ii) the Proxy Statement (as defined in Section 6.1 hereof) shall not, on the date the Proxy Statement is first mailed to the stockholders of Parent and the stockholders of Company, at the time of the Parent Stockholders' Meeting (as defined in Section 6.1 of this Agreement) or the Company Stockholders' Meeting (as defined in Section 6.1 of this Agreement) 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders' Meeting or the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder that are applicable by reason of the Proxy Statement constituting a proxy statement of Parent. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement; Other Filings. None of the information supplied or to be supplied by Parent the Company for inclusion or incorporation by reference in (i) the Parent's Registration Statement (as defined in Section 6.1 5.1 hereof) will at the time it is declared or ordered effective under the Securities 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, in light of the circumstances in which they were made, not misleading; and (ii) the Proxy Statement (as defined in Section 6.1 5.1 hereof) shall not, on the date the Proxy Statement is first mailed to the stockholders of Parent Stockholders and the stockholders of CompanyCompany Stockholders, at the time of the Parent Stockholders' Meeting (as defined in Section 6.1 of this Agreement5.1 hereof) or the Company Stockholders' Meeting (as defined in Section 6.1 of this Agreement5.1 hereof) 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders' Meeting or the Company Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement or Parent's Registration Statement, the Company shall promptly inform Parent. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder that are applicable by reason of the Proxy Statement constituting a proxy statement of ParentParent and the Company. Notwithstanding the foregoing, Parent the Company makes no representation or warranty with respect to any information supplied by Company Parent which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement; Other Filings. None of the ------------------------------------------------------ information supplied or to be supplied by Parent Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 6.1 ----------- hereof) will at the time it is declared or ordered effective under the Securities 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, in light of the circumstances in which they were made, not misleading; and (ii) the Proxy Statement (as defined in Section 6.1 hereof) ----------- shall not, on the date the Proxy Statement is first mailed to the stockholders of Parent Company and the stockholders of CompanyParent, at the time of the Parent Stockholders' Meeting (as defined in Section 6.1 of this Agreement) or the Company Stockholders' Meeting (as defined in Section 6.1 of this Agreementhereof) or the Parent ----------- Stockholders' Meeting (as defined in Section 6.1 hereof) 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Company Stockholders' Meeting or the Company Parent Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder that are applicable by reason of the Proxy Statement constituting a proxy statement of ParentCompany. Notwithstanding the foregoing, Parent Company makes no representation or warranty with respect to any information supplied by Company Parent or Spinco which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement; Other Filings. None of the information supplied or to be supplied by Parent Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 6.1 hereof) will at the time it is declared or ordered effective under the Securities 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, in light of the circumstances in which they were made, not misleading; and (ii) the Proxy Statement (as defined in Section 6.1 hereof) shall not, on the date the Proxy Statement is first mailed to the stockholders of Parent Company and the stockholders of CompanyParent, at the time of the Company Stockholders' Meeting (as defined in Section 6.1 hereof) or the Parent Stockholders' Meeting (as defined in Section 6.1 of this Agreement) or the Company Stockholders' Meeting (as defined in Section 6.1 of this Agreementhereof) 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Company Stockholders' Meeting or the Company Parent Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder that are applicable by reason of the Proxy Statement constituting a proxy statement of ParentCompany. Notwithstanding the foregoing, Parent Company makes no representation or warranty with respect to any information supplied by Company Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement; Other Filings. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 6.1 hereof) will at the time it is declared or ordered effective under the Securities 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, in light of the circumstances in which they were made, not misleading; and (ii) the Proxy Statement (as defined in Section 6.1 hereof) shall not, on the date the Proxy Statement is first mailed to the stockholders of Parent and the stockholders of Company, at the time of the Parent Stockholders' Meeting (as defined in Section 6.1 of this Agreement) or the Company Stockholders' Meeting (as defined in Section 6.1 of this Agreement) 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders' Meeting or the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder that are applicable by reason of the Proxy Statement constituting a proxy statement of Parent. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Company or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement; Other Filings. None of the ------------------------------------------------------ information supplied or to be supplied by Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 6.1 ----------- hereof) will at the time it is declared or ordered effective under the Securities 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, in light of the circumstances in which they were made, not misleading; and (ii) the Proxy Statement (as defined in Section 6.1 hereof) ----------- shall not, on the date the Proxy Statement is first mailed to the stockholders of Parent and the stockholders of Company, at the time of the Parent Stockholders' Meeting (as defined in Section 6.1 of this Agreement) or the ----------- Company Stockholders' Meeting (as defined in Section 6.1 of this Agreement) 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders' Meeting or the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder that are applicable by reason of the Proxy Statement constituting a proxy statement of Parent. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement; Other Filings. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (i) the Parent's Registration Statement (as defined in Section 6.1 5.1 hereof) will at the time it is declared or ordered effective under the Securities 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, in light of the circumstances in which they were made, not misleading; and (ii) the Proxy Statement (as defined in Section 6.1 5.1 hereof) shall not, on the date the Proxy Statement is first mailed to the stockholders of Parent Stockholders and the stockholders of CompanyCompany Stockholders, at the time of the Parent Stockholders' Meeting (as defined in Section 6.1 of this Agreement5.1 hereof) or the Company Stockholders' Meeting (as defined in Section 6.1 of this Agreement5.1 hereof) 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders' Meeting or the Company Stockholders' Meeting which has become false or misleading. 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 Parent reasonably believes should be set forth in an amendment or a supplement to the Proxy Statement or Parent Registration Statement, Parent shall promptly inform the Company. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder that are applicable by reason of the Proxy Statement constituting a proxy statement of ParentParent and the Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement; Other Filings. None of the ------------------------------------------------------ information supplied or to be supplied by Parent Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 6.1 ----------- hereof) will at the time it is declared or ordered effective under the Securities 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, in light of the circumstances in which they were made, not misleading; and (ii) the Proxy Statement (as defined in Section 6.1 hereof) ----------- shall not, on the date the Proxy Statement is first mailed to the stockholders of Parent Company and the stockholders of CompanyParent, at the time of the Parent Stockholders' Meeting (as defined in Section 6.1 of this Agreement) or the Company Stockholders' Meeting (as defined in Section 6.1 of this Agreementhereof) or the Parent ----------- Stockholders' Meeting (as defined in Section 6.1 hereof) 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Company Stockholders' Meeting or the Company Parent Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder that are applicable by reason of the Proxy Statement constituting a proxy statement of ParentCompany. Notwithstanding the foregoing, Parent Company makes no representation or warranty with respect to any information supplied by Company Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement; Other Filings. None of the information supplied or to be supplied by Parent Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 6.1 hereof) will at the time it is declared or ordered effective under the Securities 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, in light of the circumstances in which they were made, not misleading; and (ii) the Proxy Statement (as defined in Section 6.1 hereof) shall not, on the date the Proxy Statement is first mailed to the stockholders of Parent Company and the stockholders of CompanyParent, at the time of the Company Stockholders' Meeting (as defined in Section 6.1 hereof) or the Parent Stockholders' Meeting (as defined in Section 6.1 of this Agreement) or the Company Stockholders' Meeting (as defined in Section 6.1 of this Agreementhereof) 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Company Stockholders' Meeting or the Company Parent Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder that are applicable by reason of the Proxy Statement constituting a proxy statement of ParentCompany. Notwithstanding the foregoing, Parent Company makes no representation or warranty with respect to any information supplied by Company Parent or Spinco which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement; Other Filings. None of ------------------------------------------------------ the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 6.1 hereof) will at the time it is declared or ordered effective under ----------- the Securities 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, in light of the circumstances in which they were made, not misleading; and (ii) the Proxy Statement (as defined in Section 6.1 ----------- hereof) shall not, on the date the Proxy Statement is first mailed to the stockholders of Parent and the stockholders of Company, at the time of the Parent Stockholders' Meeting (as defined in Section 6.1 of this Agreement) or ----------- the Company Stockholders' Meeting (as defined in Section 6.1 of this Agreement) ----------- 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders' Meeting or the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder that are applicable by reason of the Proxy Statement constituting a proxy statement of Parent. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Company or Merger Sub which is contained in any of the foregoing documents.