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

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Purchaser for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes 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 under which they are made, not misleading; and (ii) the Proxy Statement/Prospectus will, at the dates mailed to the Company Stockholders, at the time of the Stockholders’ Meeting and as of the Effective Time, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub 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 misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Purchaser makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the The information supplied by Acquiror or required to be supplied by Purchaser Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in (i) the Registration Statement willStatement, or any amendment or supplement thereto, shall not, at the time the Registration Statement becomes (including any amendments or supplements thereto) is declared effective under by the Securities ActSEC, 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 were made, not misleading; and . The information supplied by Acquiror or required to be supplied by Acquiror (iiexcept to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement/Prospectus willshall not, at on the dates date the Proxy Statement/Prospectus is first mailed to the Company Stockholders, Company's stockholders and at the time of the Stockholders’ Meeting and as of the Effective Time, contain any untrue statement of a which, at such time, is false or misleading with respect to any material fact by Purchaser or Merger Sub fact, or omit to state any material fact regarding Purchaser or Merger Sub required to be stated therein or necessary in order to make the statements made 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 by or on behalf of the Company for the Company Stockholders Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunderAct. Notwithstanding the foregoing, Purchaser Acquiror makes no representation representation, warranty or warranty covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the The information supplied or to be supplied by Purchaser Buyer for inclusion or incorporation by reference in (i) the Registration Statement willas it relates to Buyer, at the time the Registration Statement becomes is declared effective under by the Securities ActSEC, will 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. The information supplied by Buyer for inclusion in the Proxy Statement/Prospectus to be sent to the shareholders of Seller in connection with the Seller Special Meeting, at the date the Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Seller Special Meeting and at the Effective Time will 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 light of the circumstances under which they are made, not misleading; and (ii) the Proxy Statement/Prospectus will, at the dates mailed to the Company Stockholders, at the time of the Stockholders’ Meeting and as of the Effective Time, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Registration Statement will comply as If at any time prior to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Purchaser makes no representation or warranty Effective Time any event with respect to any information supplied by the Company which is contained in Buyer or any of the foregoing documentsBuyer Subsidiaries shall occur which is required to be described in the Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Seller.

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied or to be supplied by Purchaser Parent for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes 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 under which they are made, not misleading; and (ii) the . The Proxy Statement/Prospectus willwill not, at as of the dates Effective Time, on the date it is mailed to the Company StockholdersCompany's stockholders, and at the time of the Stockholders’ Meeting and as of the Effective TimeCompany Stockholder Meeting, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub 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 misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Purchaser Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documentsRegistration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the The information supplied by Acquiror or required to be supplied by Purchaser Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in (i) the Registration Statement willStatement, or any amendment or supplement thereto, shall not, at the time the Registration Statement becomes (including any amendments or supplements thereto) is declared effective under by the Securities ActSEC, 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 were made, not misleading; and . The information supplied by Acquiror or required to be supplied by Acquiror (iiexcept to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement/Prospectus willshall not, at on the dates date the Proxy Statement/Prospectus is first mailed to the Company Stockholders, Company's stockholders and at the time of the Stockholders’ Meeting and as of the Effective Time, contain any untrue statement of a which, at such time, is false or misleading with respect to any material fact by Purchaser or Merger Sub fact, or omit to state any material fact regarding Purchaser or Merger Sub required to be stated therein or necessary in order to make the statements made 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 by or on behalf of Company for the Company Stockholders Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunderAct. Notwithstanding the foregoing, Purchaser Acquiror makes no representation representation, warranty or warranty covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Purchaser Parent for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement becomes is declared effective under by the Securities ActSEC, 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 were made, not misleading; and (ii) . None of the information supplied by Parent for inclusion in the Proxy Statement/Prospectus willStatement shall, at on the dates date the Proxy Statement is first mailed to the Company Stockholdersstockholders of the Company, at the time of the Company Stockholders’ ' Meeting and as of at the Effective Time, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub 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. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunderAct. Notwithstanding the foregoing, Purchaser Parent makes no representation representation, warranty or warranty covenant with respect to any information supplied by the Company which is contained in any of the foregoing documentsRegistration Statement or Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Purchaser Parent for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement becomes is declared effective under by the Securities ActSEC, 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 were made, not misleading; and (ii) . None of the information supplied by Parent for inclusion in the Proxy Statement/Prospectus willStatement shall, at on the dates date the Proxy Statement is first mailed to the Company StockholdersStockholders of the Company, at the time of the Company Stockholders’ ' Meeting and as of at the Effective Time, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub 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. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunderAct. Notwithstanding the foregoing, Purchaser Parent makes no representation representation, warranty or warranty covenant with respect to any information supplied by the Company which is contained in any of the foregoing documentsRegistration Statement or Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Purchaser the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes 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 under which they are made, not misleading; and (ii) the . The Proxy Statement/Prospectus willwill not, at as of the dates Effective Time, on the date mailed to the Company StockholdersCompany's stockholders, and at the time of the Stockholders’ Meeting and as of the Effective TimeCompany Stockholder Meeting, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub 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 misleading. The Registration Statement Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Purchaser the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Merger Sub which is contained in any of the foregoing documentsRegistration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Purchaser Parent for inclusion or incorporation by reference in (i) the Registration Statement Form S-4 will, at the time the Registration Statement Form S-4 becomes 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 under which they are made, not misleading; and (ii) the Proxy Statement/Prospectus will, at the dates date mailed to the Company Stockholdersstockholders of Company, at the time of the Company Stockholders’ ' Meeting and as of the Effective Time, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub 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 misleading. The Registration Statement Assuming the accuracy of the representation set forth in Section 3.29 hereof, the Form S-4 will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Purchaser Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Purchaser the Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 5.1(a) hereof) will, at the time the Registration Statement becomes 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 under which they are made, not misleading; , and (ii) the Proxy Statement/Prospectus (as defined in Section 5.1(a) hereof) to be filed with the SEC by Company pursuant to Section 5.1(a) hereof will, at on the dates mailed to the Company Stockholdersstockholders of the Company, at the time of the Company Stockholders’ ' Meeting (as defined in Section 5.2(a) hereof) and as of the Effective Time, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub 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 misleading. The Registration Statement Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Purchaser the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Purchaser Parent for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes 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 under which they are made, not misleading; and (ii) the Proxy Statement/Prospectus will, at the dates mailed to the Company Stockholdersstockholders of Company, at the time of the Company Stockholders’ ' Meeting and as of the Effective Time, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub 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 misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Purchaser Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied or to be supplied by Purchaser Parent for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes 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 under which they are made, not misleading; and (ii) the Proxy Statement/Prospectus will, at the dates mailed to the Company Stockholdersstockholders of Company, at the time of the Company Stockholders’ ' Meeting and as of the Effective Time, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub 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 misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Purchaser Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Purchaser the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 of Parent (the “Form S-4”) in connection with the issuance of the Parent Common Stock in or as a result of the Merger will, at the time the Registration Statement Form S-4 is filed with the SEC and at the time the Form S-4 becomes 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 made therein, in light of the circumstances under which they are were made, not misleading; and (ii) the Proxy Statement/Prospectus will, at the dates date the Proxy Statement/Prospectus is mailed to the Company Stockholders, at the time stockholders of the Stockholders’ Meeting Company and the stockholders of Parent and as of the Effective Time, contain any untrue statement of a material fact by Purchaser or Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Purchaser the Company makes no representation or warranty with respect to any information supplied provided by or required to be provided by Parent or Merger Sub specifically for use in the Company which is contained in any of Form S-4 or the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Purchaser for inclusion or incorporation by reference in (i) the The Registration -------------------------------------------------- Statement willshall not, at the time the Registration Statement becomes (including any amendments or supplements thereto) is declared effective under by the Securities ActSEC, 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 were made, not misleading; and (ii) . The Proxy Statement shall not, on the date the Proxy Statement/Prospectus will, at the dates Statement is first mailed to the Company Stockholdersstockholders of Corvis, at the time of the Corvis Stockholders’ ' Meeting and as of at the Effective Time, contain any untrue statement of a which, at such time, is false or misleading with respect to any material fact by Purchaser or Merger Sub fact, or omit to state any material fact regarding Purchaser or Merger Sub required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunderAct. Notwithstanding the foregoing, Purchaser Corvis makes no representation representation, warranty or warranty covenant with respect to any information supplied by the Company which is contained in any of the foregoing documentsRegistration Statement or Proxy Statement. Notwithstanding anything to the contrary in this Agreement, Corvis makes no representation, warranty or covenant regarding any information supplied by the Company for inclusion in the Registration Statement or Proxy Statement.