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

Registration Statement; Proxy Statement/Prospectus. The information supplied by SDI for inclusion in the registration statement on Form S-4 (the "Registration Statement") pursuant to which shares of EnSys Common Stock issued in the Merger will be registered under the Securities Act of 1933, as amended (the "1933 Act") with the Securities and Exchange Commission (the "SEC"), shall not at the time the Registration Statement is declared effective by the SEC contain 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 which they were made, not misleading. The information supplied by SDI for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of EnSys and SDI in connection with the meeting of SDI's stockholders to consider this Agreement and the Merger (the "SDI Stockholders' Meeting") and in connection with the meeting of EnSys' stockholders (the "EnSys Stockholders' Meeting") to consider this Agreement, the Merger and the issuance of shares of EnSys Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of SDI or EnSys, at the time of the SDI Stockholders' Meeting and the EnSys Stockholders' Meeting and at the Effective Time, contain any statement which, at such times and in light of the circumstances under which it is 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 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 SDI Stockholders' Meeting or EnSys Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to SDI or any of its Affiliates, officers or directors should be discovered by SDI which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, SDI shall promptly inform EnSys.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by SDI Seller for inclusion in the registration statement on Form S-4 (the "Registration Statement") pursuant to which shares of EnSys Common Buyer Capital Stock issued in the Merger will be registered under the Securities Act of 1933, as amended (the "1933 Act") with the Securities and Exchange Commission (the "SECRegistration Statement"), shall not at the time the Registration Statement is declared effective by the SEC contain 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 which they were made, not misleading. The information to be supplied by SDI Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of EnSys Buyer and SDI Seller in connection with the meeting of SDISeller's stockholders to consider this Agreement and the Merger (the "SDI Stockholders' Seller Meeting") and in connection with the meeting of EnSys' Buyer's stockholders (the "EnSys Stockholders' Buyer Meeting") to consider this Agreement, the Merger and the issuance of shares of EnSys Common Buyer Capital Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of SDI Seller or EnSysBuyer, at the time of the SDI Seller Stockholders' Meeting and the EnSys Buyer Stockholders' Meeting and or at the Effective Time, contain any statement which, at such times time and in light of the circumstances under which it is made shall be 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 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 SDI Stockholders' Seller Meeting or EnSys Stockholders' the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to SDI Seller or any of its Affiliates, officers or directors should be discovered by SDI Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, SDI Seller shall promptly inform EnSysBuyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied to Alchemy by SDI Cigarette expressly for inclusion in the registration statement on Form S-4 pursuant to which shares of Alchemy Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement") pursuant to which shares of EnSys Common Stock issued in the Merger will be registered under the Securities Act of 1933does not, as amended (the "1933 Act") with the Securities and Exchange Commission (the "SEC"), shall not at the time the Registration Statement is declared effective by the SEC shall not, contain 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 which they were made, not misleading. The information supplied to Alchemy by SDI Cigarette expressly for inclusion in the joint proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders shareholders of EnSys and SDI Cigarette in connection with the special meeting of SDICigarette's stockholders shareholders to consider this Agreement and the Merger (the "SDI Stockholders' Cigarette Shareholder Meeting") and to the shareholders of Alchemy in connection with the meeting of EnSys' stockholders Alchemy shareholders to approve the issuance of Alchemy Common Stock in connection with the meeting of Alchemy shareholders to approve the issuance of Alchemy Common Stock in connection with the transactions contemplated by this Agreement (the "EnSys Stockholders' Alchemy Shareholder Meeting") to consider this Agreement, the Merger and the issuance of shares of EnSys Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders shareholders of SDI or EnSysCigarette and shareholders of Alchemy, at the time of the SDI Stockholders' Cigarette Shareholder Meeting, the Alchemy Shareholder Meeting and the EnSys Stockholders' Meeting and or at the Effective Time, contain any statement which, at such times time and in light of the circumstances under which it is made 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 make in the Joint Proxy Statement not false or misleading; 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 SDI Stockholders' Cigarette Shareholders Meeting or EnSys Stockholders' the Alchemy Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to SDI Cigarette or any of its Affiliates, officers or directors should be discovered by SDI Cigarette which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, SDI Cigarette shall promptly inform EnSysnotify Alchemy of such event in reasonable detail.

Registration Statement; Proxy Statement/Prospectus. The information supplied by SDI Hycor for inclusion in the registration statement on Form S-4 (the "Registration Statement"or such other or successor form as shall be appropriate) pursuant to which the shares of EnSys Stratagene Common Stock to be issued in the Merger will be registered under with the Securities Act of 1933, as amended SEC (the "1933 Act"“Registration Statement”) with the Securities and Exchange Commission (the "SEC"), shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC 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 Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied by SDI Hycor for inclusion in the joint proxy statement/prospectus (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement”) to be sent provided to the stockholders of EnSys and SDI Hycor in connection with the meeting of SDI's Hycor’s stockholders to consider this Agreement and the Merger (the "SDI Stockholders' “Hycor Stockholders Meeting") and in connection with the meeting of EnSys' stockholders (the "EnSys Stockholders' Meeting") to consider this Agreement, the Merger and the issuance of shares of EnSys Common Stock pursuant to the Merger (the "Joint Proxy Statement"”) shall not, on the date the Joint Proxy Statement is first mailed to stockholders of SDI or EnSysHycor stockholders, at the time of the SDI Stockholders' Hycor Stockholders Meeting and the EnSys Stockholders' Meeting and or at the Effective Time, contain any statement which, at any such times and in light of the circumstances under which it is made time, 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 therein, in light of the Joint Proxy Statement circumstances under which they are made, not false or misleading; 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 SDI Stockholders' Meeting or EnSys Stockholders' Hycor Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to SDI or any of its Affiliates, officers or directors information should be discovered by SDI Hycor which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, SDI Hycor shall promptly inform EnSysStratagene and supplement the Proxy Statement. Notwithstanding the foregoing, Hycor makes no representation, warranty or covenant with respect to any information supplied by or respecting Stratagene or any of its subsidiaries (other than information supplied by and with respect to Hycor) which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The Chem-Con, the Sullivans and the Xxxxxxxx Trusts, jointly and severally, covenant and agree that the information to be supplied by SDI Chem-Con, the Sullivans and/or the Xxxxxxxx Trusts pursuant to this Agreement and the Chem-Met Agreement for inclusion in the registration statement on Form S-4 (the "Registration Statement") Statement pursuant to which shares of EnSys Perma-Fix Common Stock issued in the Merger Mergers will be registered under the Securities Act of 1933, as amended (the "1933 Act") with the Securities and Exchange Commission (the "SEC"), shall not at the time the Registration Statement is declared effective by the SEC ("Effective Date") contain 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 which they were made, not misleading. The information supplied by SDI Chem-Con, the Sullivans and/or the Xxxxxxxx Trusts for inclusion in the joint proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of EnSys and SDI Perma-Fix in connection with the meeting of SDIPerma-Fix's stockholders to consider this Agreement and the Merger (the "SDI Stockholders' Meeting") and in connection with the meeting of EnSys' stockholders (the "EnSys Perma-Fix Stockholders' Meeting") to consider this Agreement, the Merger Mergers and the issuance of shares of EnSys Perma-Fix Common Stock pursuant to the Merger (the "Joint Proxy Statement") Mergers shall not, on the date the Joint Proxy Statement is first mailed to stockholders of SDI or EnSysPerma-Fix, at the time of the SDI Stockholders' Meeting and the EnSys Perma- Fix Stockholders' Meeting and at the Effective Time, contain any statement which, at such times time and in light of the circumstances under which it is made shall be 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 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 SDI Stockholders' Meeting or EnSys Perma-Fix Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to SDI Chem-Con or any of its Affiliates, officers officers, directors, employees or directors shareholders which should be discovered by SDI Chem-Con, the Sullivans and/or the Xxxxxxxx Trusts which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, SDI Chem-Con, the Sullivans and/or the Xxxxxxxx Trusts shall promptly inform EnSysPerma-Fix.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by SDI Arbor for inclusion in the registration statement on Form S-4 (the "Registration Statement") pursuant to which shares of EnSys Arbor Common Stock issued in the Merger will be registered under the Securities Act of 1933, as amended (the "1933 ActRegistration Statement") with the Securities and Exchange Commission (the "SEC"), shall not at the time the Registration Statement is declared effective by the SEC contain 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 which they were made, not misleading. The information supplied by SDI Arbor for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of EnSys Hyperion and SDI Arbor in connection with the meeting of SDIArbor's stockholders to consider this Agreement and the Merger (the "SDI Arbor Stockholders' Meeting") to consider the issuance of shares of Arbor Common Stock pursuant to the Merger and in connection with the meeting of EnSys' Hyperion's stockholders (the "EnSys Hyperion Stockholders' Meeting") to consider this Agreement, the Merger Agreement and the issuance of shares of EnSys Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of SDI Arbor or EnSysHyperion, at the time of the SDI Arbor Stockholders' Meeting and the EnSys Hyperion Stockholders' Meeting and at the Effective Time, contain any statement which, at such times time and in light of the circumstances under which it is made shall be 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 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 SDI Arbor Stockholders' Meeting or EnSys the Hyperion Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to SDI Arbor or any of its Affiliates, officers or directors should be discovered by SDI Arbor which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, SDI Arbor shall promptly inform EnSysHyperion. Notwithstanding the foregoing, Arbor makes no representation, warranty or covenant with respect to any information supplied by Hyperion that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information related to COR or to be supplied in writing by SDI COR for inclusion in the registration statement on Form S-4 (the "Registration Statement") pursuant to which shares of EnSys Millennium Common Stock issued in the Merger will be registered under the Securities Act of 1933, as amended (the "1933 ActRegistration Statement") with ), or for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities and Exchange Commission Act (the each a "SECRegulation M-A Filing"), shall not at the time the Registration Statement is declared effective by the SEC or any Regulation M-A Filing is filed with the SEC, or at any time it is amended or supplemented, 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 which they were made, Statement not misleading. The information related to COR or to be supplied in writing by SDI COR or any of its Subsidiaries for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of EnSys Millennium and SDI COR in connection with the meeting of SDICOR's stockholders to consider this Agreement and the Merger (the "SDI Stockholders' COR Meeting") and in connection with the meeting of EnSys' Millennium's stockholders (the "EnSys Stockholders' Millennium Meeting") to consider this Agreement, the Merger and the issuance of shares of EnSys Millennium Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of SDI COR or EnSysMillennium, at the time of the SDI Stockholders' COR Meeting and or the EnSys Stockholders' Millennium Meeting and or at the Effective Time, contain any statement which, at such times time and in light of the circumstances under which it is made shall be 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 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 SDI Stockholders' COR Meeting or EnSys Stockholders' the Millennium Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to SDI COR or any of its Affiliates, officers or directors should be discovered by SDI COR which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, SDI COR shall promptly inform EnSysMillennium.

Registration Statement; Proxy Statement/Prospectus. The Chem- Met, the Sullivans and the Sullivan Trusts, joixxxx xxx severally, covenant and agree that the information to be supplied by SDI Chem-Met, the Sullivans and/or the Sullivan Trusts xxxxxxxt to this Agreement and the Chem-Con Agreement for inclusion in the registration statement on Form S-4 (the "Registration Statement") Statement pursuant to which shares of EnSys Perma-Fix Common Stock issued in the Merger will be registered under the Securities Act of 1933, as amended (the "1933 Act") with the Securities and Exchange Commission (the "SEC"), shall not at the time the Registration Statement is declared effective by the SEC ("Effective Date") contain 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 which they were made, not misleading. The information supplied by SDI Chem-Met, the Sullivans and/or the Sullivan Trusts for inclusion xxxxxxxxn in the joint proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of EnSys and SDI Perma-Fix in connection with the meeting of SDIPerma-Fix's stockholders to consider this Agreement and the Merger (the "SDI Stockholders' Meeting") and in connection with the meeting of EnSys' stockholders (the "EnSys Perma-Fix Stockholders' Meeting") to consider this Agreement, the Merger and the issuance of shares of EnSys Perma-Fix Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of SDI or EnSysPerma-Fix, at the time of the SDI Stockholders' Meeting and the EnSys Perma- Fix Stockholders' Meeting and at the Effective Time, contain any statement which, at such times time and in light of the circumstances under which it is made shall be 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 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 SDI Stockholders' Meeting or EnSys Perma-Fix Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to SDI Chem-Met or any of its Affiliates, officers officers, directors, employees or directors shareholders which should be discovered by SDI which should Chem-Met, the Sullivans and/or the Sullivan Trusts whicx xxxxxx be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, SDI shall promptly Chem-Met, the Sullivans and/or the Sullivan Trusts xxxxx xromptly inform EnSysPerma-Fix.

Registration Statement; Proxy Statement/Prospectus. The information supplied by SDI IDRC for inclusion in the registration statement of TeleSpectrum on Form S-4 pursuant to which shares of TeleSpectrum Common Stock will be registered with the SEC (the "Registration Statement") pursuant to which shares of EnSys Common Stock issued in the Merger will be registered under the Securities Act of 1933, as amended (the "1933 Act") with the Securities and Exchange Commission (the "SEC"), shall not ---------------------- contain, at the time the Registration Statement is declared effective by the SEC contain 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 not misleading. The information supplied by IDRC for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of IDRC in connection --------------- with the special meeting of IDRC's stockholders to consider this Agreement (the "IDRC Stockholders Meeting"), or alternatively in connection with the ------------------------- solicitation of consents by the stockholders of IDRC in lieu of a special meeting (the "IDRC Consent"), and to the stockholders of TeleSpectrum in ------------ connection with the special meeting of TeleSpectrum's stockholders to consider this Agreement (the "TeleSpectrum Stockholders Meeting"), --------------------------------- shall not, at the time the Proxy Statement is first mailed to stockholders, at the time of the IDRC Stockholders Meeting or the IDRC Consent, or at the time of TeleSpectrum Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The information supplied by SDI for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of EnSys and SDI in connection with the meeting of SDI's stockholders to consider this Agreement and the Merger (the "SDI Stockholders' Meeting") and in connection with the meeting of EnSys' stockholders (the "EnSys Stockholders' Meeting") to consider this Agreement, the Merger and the issuance of shares of EnSys Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of SDI or EnSys, at the time of the SDI Stockholders' Meeting and the EnSys Stockholders' Meeting and at the Effective Time, contain any statement which, at such times and in light of the circumstances under which it is 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 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 SDI Stockholders' IDRC Stockholders Meeting or EnSys Stockholders' Meeting consents for the IDRC Consent which has become false or misleading. If at any time prior to the Effective Time IDRC Stockholders Meeting, the IDRC Consent or the TeleSpectrum Stockholders Meeting, any event relating to SDI IDRC or any of its Affiliates, officers or directors affiliates should be discovered by SDI IDRC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, SDI IDRC shall promptly inform EnSysTeleSpectrum.