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

Registration Statement; Proxy Statement/Prospectus. None of the information supplied by the Company for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and 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 therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company stockholders or Parent stockholders, at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or 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 Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder. The Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in the Registration Statement or Joint Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the The information supplied by the Company Xxxxx for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and Statement shall not at the time the Registration Statement is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. None of the The information supplied by the Company Xxxxx for inclusion in the Joint Proxy Statement/Prospectus shallStatement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company stockholders shareholders of Xxxxx or Parent stockholdersCompCore, at the time of the Company CompCore Shareholders' Meeting, at the time of the Xxxxx Stockholders' Meeting or the Parent Stockholders' Meeting Meeting, or at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Company Stockholderssolicitation of proxies for the CompCore Shareholders' Meeting or the Parent Xxxxx Stockholders' Meeting Meeting, which has become false or misleading. The Joint Proxy Statement/Prospectus shall comply If at any time prior to the Effective Time any event relating to Xxxxx or any of its Affiliates, officers or directors should be discovered by Xxxxx which should be set forth in all material respects as an amendment to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder. The Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus., Xxxxx shall promptly inform CompCore. Section 4.14

Registration Statement; Proxy Statement/Prospectus. None of Other than with respect to the information supplied by the Company for inclusion in Company, the registration statement on Form S-4S-4 (or such other or successor form as shall be appropriate) (including any amendments or supplements thereto, or any amendment or supplement theretothe "Registration Statement"), pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplementsshall not, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and at the time the Registration Statement is declared filed with the SEC and at the time it becomes effective by under the SECSecurities 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 were made, included therein not misleading. None of the The information supplied by the Company Parent for inclusion in the Joint Proxy Statement/Prospectus shallStatement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company stockholders or Parent stockholders, at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or 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 misleading. The Proxy Statement will comply (with respect to the Company Stockholders' Meeting information relating to Parent or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus shall comply Merger Sub) as to form in all material respects as to form and substance with the requirements provisions of the Exchange Act and the Regulations promulgated rules and regulations thereunder. The Company makes If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained in any of the Registration Statement or Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the information to be supplied by the Company (as such information may be amended or supplemented in accordance with the procedures set forth in Section 5.4 prior to the effectiveness of the Form S-4, or prior to the date the Proxy Statement/ Prospectus is mailed to the stockholders of the Company, or prior to the Effective Time, as the case may be) specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4, or any amendment or supplement thereto, pursuant S-4 to which be filed with the shares SEC by Parent in connection with the issuance of the Parent Common Stock to be issued in or as a result of the Merger will be registered with (as supplemented or amended prior to the SEC (including any amendments or supplementsEffective Time, the "Registration Statement"“Form S-4”) shallwill, at the time such document the Form S-4 is filed, at initially filed with the time amended or supplemented SEC and at the time the Registration Statement is declared Form S-4 initially becomes effective by under the SECSecurities 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 were made, not misleading. None of ; and (b) the information supplied by the Company for inclusion in the Joint Proxy Statement/Statement/ Prospectus shallwill, on at the date the Joint Proxy Statement/Statement/ Prospectus is first mailed to the Company stockholders or Parent stockholders, at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or at and as of 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 made therein, in light of the circumstances under which they are were made, not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to misleading, provided, however, that the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder. The Company makes no representation or warranty with respect to any information supplied provided by Parent or Merger required to be provided by Parent, Sub which is contained or their auditors, legal counsel or financial advisors specifically for use in the Registration Statement Form S-4 or Joint the Proxy Statement/Statement/ Prospectus. The Proxy Statement/ Prospectus (as supplemented or amended prior to the Effective Time) relating to this Agreement and the Transactions will comply as to form with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Registration Statement; Proxy Statement/Prospectus. None of the The information to be supplied by the Company in writing for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which S-4 shall not at the shares of Parent Common Stock to be issued in time the Merger will be registered S-4 is filed with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and 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 therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. None of the The information to be supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shallStatement to be sent in connection with the meeting of Parent’s stockholders to consider the approval of this Agreement and the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the “Parent Stockholders’ Meeting”) shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company stockholders or Parent Parent’s stockholders, and at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or at the Effective Time’ Meeting, 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 misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Company Stockholders' Meeting or solicitation of proxies for the Parent Stockholders' ’ Meeting which has become false or misleading. The Joint 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 to the S-4 or a supplement to the Proxy Statement/Prospectus , the Company shall comply in all material respects as to form and substance with promptly inform Parent. Notwithstanding the requirements of foregoing, the Exchange Act and the Regulations promulgated thereunder. The Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the Registration Statement or Joint Proxy Statement/Prospectusforegoing documents which is not supplied by the Company in writing.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied by the Company for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and 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 therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied by the Company for inclusion in the Joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger and vote on a proposal to adopt the Merger Agreement (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement/Prospectus ") shall, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company stockholders or Parent stockholdersof the Company, at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or 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 Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus Statement shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder. The Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in the Registration Statement or Joint Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None (a) As promptly as practicable after the date of this Agreement (but in no event later than 50 days following the information supplied by date of this Agreement), the Company for inclusion Parties shall prepare, and Parent shall cause to be filed with the SEC, the Registration Statement, in which the registration statement on Form S-4Proxy Statement/Prospectus will be included as a prospectus. Parent covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time that the Proxy Statement/Prospectus or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered thereto is filed with the SEC (including any amendments or supplements, is first mailed to the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and at the time the Registration Statement is declared effective by the SECParent stockholders, 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 were made, not misleading. None of The Company covenants and agrees that the information supplied provided by the Company or its Subsidiaries to Parent for inclusion in the Joint Proxy Statement/Prospectus shall, on the date the Joint Proxy Statement/Prospectus is first mailed to Registration Statement (including the Company stockholders or Parent stockholders, at the time of Audited Financial Statements and the Company Stockholders' Meeting or the Parent Stockholders' Meeting or at the Effective Time, Interim Financial Statements) 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, such information not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with Notwithstanding the requirements of the Exchange Act and the Regulations promulgated thereunder. The Company foregoing, Parent makes no covenant, representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or Joint its Subsidiaries or any of their Representatives in writing specifically for inclusion therein. Notwithstanding the foregoing, the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by Parent or any of its Representatives specifically for inclusion therein. As soon as reasonably practicable, Parent shall establish a record date for, duly call, give notice of and, as soon as reasonably practicable thereafter, in accordance with Section 5.3, convene the Parent Stockholders' Meeting. Parent shall notify the Company promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Registration Statement or for additional information and shall supply the Company with copies of all correspondence between Parent or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Registration Statement or Proxy Statement/Prospectus. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff (and to give the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments to the SEC or its staff) and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to Parent's stockholders as promptly as practicable (but within five Business Days) after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party's Affiliates and such Party's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Proteon Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent stockholders.

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied by the Company for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and 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 therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company stockholders or Parent stockholders, at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or 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 Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder. The Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in the Registration Statement or Joint Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied by the Company for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "“Registration Statement"”) shall, at the time such document is filed, at the time amended or supplemented and 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 therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied by the Company for inclusion in the Joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger and vote on a proposal to adopt this Agreement (the “Company Stockholders’ Meeting”) (such proxy statement/prospectus, as amended or supplemented, the “Proxy Statement/Prospectus ”) shall, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company stockholders or Parent stockholdersof the Company, at the time of the Company Stockholders' ’ Meeting or the Parent Stockholders' Meeting or 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 Company Stockholders' ’ Meeting or the Parent Stockholders' Meeting which that has become false or misleading. The Joint If at any time prior to the Effective Time any event relating to the Company or any of its Subsidiaries, officers or directors is discovered by the Company which should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus , the Company shall promptly inform Parent and Merger Sub. The Proxy Statement shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the Regulations of the SEC promulgated thereunder. The Notwithstanding the foregoing, the Company makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or the Merger Sub which is contained in the Registration Statement or Joint the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the The information to be supplied by the Company for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued Registration Statement (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Section 3.4(b)) shall, at the time such document is filed, at the time amended or supplemented and shall not at the time the Registration Statement is declared filed with the SEC and at the time it becomes effective by under the SECSecurities 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 were made, therein not misleading. None of the The information to be supplied by the Company for inclusion in the Joint Proxy Statementproxy statement/Prospectus shallprospectus to be sent to the stockholders of the Company and shareholders of Parent in connection with the meeting of the Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and in connection with the meeting of Parent's shareholders to consider the approval of the issuance of shares of Parent Common Stock by virtue of the Merger (the "PARENT SHAREHOLDERS' MEETING") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "PROXY STATEMENT") shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company Company's stockholders or Parent stockholdersand Parent's shareholders, at the time of the Company Stockholders' Meeting or the Parent StockholdersShareholders' Meeting or 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 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 Company Stockholders' Meeting or the Parent StockholdersShareholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus shall Statement will comply as to form in all material respects as to form and substance with the requirements provisions of the Exchange Act and the Regulations promulgated rules and regulations thereunder. The 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 to the Registration Statement or a supplement to the Proxy Statement, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the Registration Statement or Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the The information to be supplied by the Company Hyperion for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and Statement shall not at the time the Registration Statement is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. None of the The information supplied by the Company Hyperion for inclusion in the Joint Proxy Statement/Prospectus shallStatement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company stockholders of Hyperion or Parent stockholdersArbor, at the time of the Company Hyperion Stockholders' Meeting or and the Parent Arbor Stockholders' Meeting or and at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Company solicitation of proxies for the Hyperion Stockholders' Meeting or the Parent Arbor Stockholders' Meeting Meetings which has become false or misleading. The If at any time prior to the Effective Time any event relating to Hyperion or any of its Affiliates, officers or directors should be discovered by Hyperion which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus , Hyperion shall comply in all material respects as to form and substance with promptly inform Arbor. Notwithstanding the requirements of the Exchange Act and the Regulations promulgated thereunder. The Company foregoing, Hyperion makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub which Arbor that is contained in any of the Registration Statement or Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the The information to be supplied by the Company Eclipsys for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and Statement shall not at the time the Registration Statement is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. None of the The information supplied by the Company Eclipsys for inclusion in the Joint Proxy Statement/Prospectus shallStatement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company stockholders of Eclipsys or Parent stockholdersTSI, at the time of the Company Eclipsys Stockholders' Meeting or and the Parent TSI Stockholders' Meeting or and at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Company solicitation of proxies for the Eclipsys Stockholders' Meeting or the Parent TSI Stockholders' Meeting Meetings which has become false or misleading. The Joint Proxy Statement/Prospectus shall comply If at any time prior to the Effective Time any event relating to Eclipsys or any of its Affiliates, officers or directors should be discovered by Eclipsys which should be set forth in all material respects as an amendment to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder. The Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Eclipsys shall promptly inform TSI.

Registration Statement; Proxy Statement/Prospectus. None of the The information to be supplied in writing by the Company for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "“Registration Statement") shall”), at the time such document is filed, at the time amended or supplemented and shall not at the time the Registration Statement is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. None of the The information supplied in writing by the Company for inclusion in the joint proxy statement/prospectus to be sent to the Company’s stockholders and Parent’s stockholders in connection with the meeting of the Company’s stockholders to consider this Agreement and the Merger (the “Company Stockholders’ Meeting”) and in connection with the meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to consider this Agreement and the Merger (the “Joint Proxy Statement/Prospectus shall”) shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company Company’s stockholders or Parent and Parent’s stockholders, at the time of the Company Stockholders' ’ Meeting or and the Parent Stockholders' ’ Meeting or and at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Company Stockholders' ’ Meeting or the Parent Stockholders' ’ Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus shall comply 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 all material respects as an amendment to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder. The Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform Parent.

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied by the Company Parent for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall, at the time such document is filed, at the time amended or supplemented and supplemented, or 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 therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied by the Company Parent for inclusion in the Joint Proxy Statement/Prospectus shall, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company Company's stockholders or Parent Parent's stockholders, at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or 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 Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects as to form and substance with the requirements provisions of the Exchange Act and Securities Act. Notwithstanding the Regulations promulgated thereunder. The Company foregoing, Parent makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub the Company which is contained in the Registration Statement or Joint Proxy Statement/Prospectus.