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

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Registration Statement shall not, at the time the Registration Statement is declared effective by the SEC 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 contained therein, in light of the circumstances under which they were made, not misleading. (b) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Proxy Statement shall not on the date the Proxy Statement is first mailed to the stockholders of the Company and Parent, at the time of the Company Stockholder Meeting or Parent Stockholder Meeting 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 otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier written communication constituting a solicitation of proxies by Parent and the Company for the Company Stockholder Meeting or Parent Stockholder Meeting which has in the interim become false or misleading in any material respect. (c) The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement/Prospectus. (a) The None of the information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Registration Statement shall notshall, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement is declared effective by the SEC and 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 Parent for inclusion in the Joint Proxy Statement/Prospectus shall, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or 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 contained therein, in light of the circumstances under which they were are made, not misleading. (b) The information to be supplied by Parent for inclusion (false or incorporation by reference, as the case may be) in the Proxy Statement shall not on the date the Proxy Statement is first mailed to the stockholders of the Company and Parent, at the time of the Company Stockholder Meeting or Parent Stockholder Meeting 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 otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier written communication constituting a solicitation of proxies by Parent and with respect to the Company for the Company Stockholder Stockholders' Meeting or the Parent Stockholder Stockholders' Meeting which has in the interim become false or misleading in any material respect. (c) misleading. The Registration Statement Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and Act. Notwithstanding the rules and regulations thereunderforegoing, Parent makes no representation, warranty or covenant with respect to any information supplied by the Company which is contained in the Registration Statement or Joint Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) The None of the information to be supplied by Parent AWS in writing for inclusion (or incorporation by reference, as the case may be) in the Registration Statement shall notshall, at the time such document is filed, at the time amended or supplemented, at the time the Registration Statement is declared effective by the SEC and at date of the Effective TimeTeleCorp Stockholders 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 contained therein, in light of the circumstances under which they were made, not misleading. (b) The . None of the information to be supplied by Parent AWS for inclusion (or incorporation by reference, as the case may be) in the Proxy Statement shall not in connection with the TeleCorp Stockholders' Meeting will, on the date the Proxy Statement is first mailed to the stockholders of the Company and Parent, at the time of the Company Stockholder Meeting or Parent Stockholder Meeting TeleCorp and at the Effective Timedate of the TeleCorp Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or otherwise necessary in order to make the statements contained made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event relating to AWS or any of its Affiliates, officers or omit directors should be discovered by AWS which should be set forth in an amendment or supplement to state the Registration Statement or an amendment or supplement to the Proxy Statement, AWS shall promptly inform TeleCorp. Notwithstanding the foregoing, AWS makes no representation or warranty with respect to any material fact necessary to correct any statement in any earlier written communication constituting a solicitation of proxies information supplied by Parent and the Company for the Company Stockholder Meeting or Parent Stockholder Meeting TeleCorp which has is contained in the interim become false or misleading in any material respect. (c) The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunderor Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by Tyco or Parent for inclusion (or incorporation by reference, as the case may be) reference in the Registration Statement shall will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC and at the Effective TimeSEC, 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 contained included therein, in light of the circumstances under which they were made, not misleading. The Registration Statement (including any amendments thereto), when filed, will comply as to form in all material respects with the requirements of the 1933 Act. (b) The information to be supplied by Tyco or Parent for inclusion (or incorporation by reference, as the case may be) in the Proxy Statement shall not Statement/Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the stockholders of the Company and Parentstockholders, at the time of the Company Stockholder Meeting or Parent Stockholder Stockholders Meeting 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 will omit to state any material fact required to be stated therein or otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier written communication constituting a with respect to the solicitation of proxies by Parent and the Company for the Company Stockholder Meeting or Parent Stockholder Stockholders Meeting which has in the interim become false or misleading in any material respectmisleading. (c) The Notwithstanding the foregoing, Parent and Merger Subsidiary make no representation or warranty with respect to any information supplied by the Company which is contained in, or furnished in connection with the preparation of, the Registration Statement will comply as to form in all material respects with or the provisions of the Securities Act and the rules and regulations thereunderProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. Subject to the accuracy of the representations of the Company in Section 2.13, the registration statement (athe "Registration Statement") The information pursuant to which the Parent Common Stock to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC and at the Effective TimeSEC, 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 contained therein, in light of the circumstances under which they were made, included therein not false or misleading. (b) . The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Proxy Statement shall not Statement/Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the stockholders of the Company and Parentstockholders, at the time of the Company Stockholder Meeting or Parent Stockholder Stockholders Meeting 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 will omit to state any material fact required to be stated therein or otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier written communication constituting a with respect to the solicitation of proxies by Parent and the Company for the Company Stockholder Meeting or Parent Stockholder Stockholders Meeting which has in the interim become false or misleading in misleading. If at any material respect. (c) The Registration Statement will comply as time prior to form in all material respects with the provisions Effective Time any event relating to Parent, Merger Sub or any of the Securities Act and the rules and regulations thereunder.their 17

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Registration Statement on Form S-4 (or such successor form as shall then be appropriate) shall not, at the time such document is filed with the SEC, at the time it is amended or supplemented, at the time the Registration Statement is declared effective by the SEC 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 contained therein, in light of the circumstances under which they were made, not misleading. (b) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Proxy Statement to be sent to the stockholders of Parent and the Company in connection with (i) the Company Stockholder Meeting and (ii) the Parent Stockholder Meeting, shall not on the date the Proxy Statement is first mailed to the stockholders of Parent and the Company and ParentCompany, at the time of the Company Stockholder Meeting or Parent Stockholder Meeting 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 otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier written communication constituting a solicitation of proxies by Parent and the Company and Parent for the Company Stockholder Meeting or Parent Stockholder Meeting which has in the interim become false or misleading in any material respect. (c) The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) reference in the Registration Statement shall notas it relates to Parent, at the time the Registration Statement is declared effective by the SEC and at the Effective TimeSEC, 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 contained therein, in light of the circumstances under which they were made, therein not misleading. (b) . The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Company Proxy Statement shall not on Statement/Prospectus and Parent Proxy Statement, at the date the Company Proxy Statement/Prospectus is first mailed to Company’s stockholders and the time the Parent Proxy Statement is first mailed to the stockholders of the Company and Parent’s stockholders, at the time of the Company Stockholder Special Meeting or and Parent Stockholder Special Meeting and at the Effective Time, Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, . If at any time prior to the Effective Time any event with respect to Parent or omit any of the Parent Subsidiaries shall occur which is required to state any material fact necessary to correct any statement in any earlier written communication constituting a solicitation of proxies by Parent and the Company for the Company Stockholder Meeting or Parent Stockholder Meeting which has be described in the interim become false Parent Proxy Statement, such event shall be so described, and an amendment or misleading in any material respect. (c) The Registration Statement will comply as to form in all material respects supplement shall be promptly filed with the provisions SEC and, as required by law, disseminated to the stockholders of the Securities Act and the rules and regulations thereunderCompany.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Registration Statement shall not, at the time the Registration Statement is declared effective by the SEC 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 otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Proxy Statement shall not on the date the Proxy Statement is first mailed to the stockholders of the Company and ParentCompany, at the time of the Company Stockholder Meeting or Parent Stockholder Special Meeting 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 otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier written communication constituting a solicitation of proxies by Parent and the Company for the Company Stockholder Meeting or Parent Stockholder Special Meeting which has in the interim become false or misleading in any material respect. (c) The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by Parent Angiotech and Merger Sub expressly for inclusion (the purpose of including the information, or incorporation incorporating the information by reference, as the case may be) in the Registration Statement shall notor Proxy Statement/Prospectus as it relates to Angiotech or Merger Sub, at the time the Registration Statement is declared effective by the SEC SEC, at the time of the Cohesion Stockholder Meeting, at the Effective Time and at the Effective Timedate the Proxy Statement/Prospectus is first mailed to stockholders, shall 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 contained therein, in light of the circumstances under which they were made, therein not misleading. (b) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Proxy Statement shall not on the date the Proxy Statement is first mailed . If at any time prior to the stockholders of the Company and Parent, at the time of the Company Stockholder Meeting or Parent Stockholder Meeting and at the Effective Time, contain Time any untrue statement of a material fact or omit to state any material fact event shall occur which is required to be stated therein or otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier written communication constituting a solicitation of proxies by Parent and the Company for the Company Stockholder Meeting or Parent Stockholder Meeting which has described in the interim become false or misleading in any material respect. (c) The Registration Statement will comply as to form in all material respects or Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the provisions of SEC and, as required by law, disseminated to Cohesion's stockholders. Notwithstanding the Securities Act and foregoing, Angiotech makes no representation or warranty with respect to any information supplied by Cohesion which is contained in the rules and regulations thereunderRegistration Statement or Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) The information Subject to be supplied by Parent for inclusion (or incorporation by referencethe accuracy of the representations of the Company in Section 2.12, as the case may be) in the Registration Statement shall not, at the time the Registration Statement (including amendments or supplements thereto) is declared effective by the SEC and at the Effective TimeSEC, 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 contained therein, in light of the circumstances under which they were made, included therein not misleading. (b) . The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Proxy Statement shall not Statement/Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the stockholders of the Company and Parentand, if required, Parent at the time of the Company Stockholder Stockholders Meeting or and, if required, the Parent Stockholder Stockholders Meeting 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 otherwise necessary in order to make the statements contained thereinwhich, at such time and in light of the circumstances under which they were it shall be made, not misleadingis false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to correct make any statement made therein not false or misleading. 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/Prospectus, 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 the Company which is contained or incorporated by reference in any earlier written communication constituting a solicitation of proxies by Parent and the Company for the Company Stockholder Meeting or Parent Stockholder Meeting which has in the interim become false or misleading in any material respect. (c) The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunderforegoing documents.