Common use of Statements; Joint Proxy Statement/Prospectus Clause in Contracts

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders and Parent's stockholders, at the time of the Company Shareholders' Meeting or the Parent 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. 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 Joint Proxy Statement/Prospectus, 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 that is contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company Purchaser for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) S-4 will at the time it 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 not misleading and (ii) the joint proxy statementJoint Proxy Statement/prospectus to be sent to the shareholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders stockholders and Parent's stockholders, at the time of the Company Shareholders' Meeting or the Parent Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective TimeClosing Date, any event relating to the Company Purchaser or any of its affiliates, officers or directors should be discovered by the Company Purchaser which should be set forth in an amendment to the Registration Statement S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Company Purchaser 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 that is contained in any of the foregoing documentsCompany.

Statements; Joint Proxy Statement/Prospectus. None of the information -------------------------------------------- supplied or to be supplied by the Company Avanex for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statementJoint Proxy Statement/prospectus to be sent to the shareholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the CompanyAvanex's shareholders stockholders and ParentOplink's stockholders, at the time of the Company ShareholdersAvanex Stockholders' Meeting or the Parent Oplink Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersAvanex Stockholders' Meeting or the Parent Oplink Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to before the Effective Time, any event relating to the Company Avanex or any of its affiliates, officers or directors should be discovered by the Company Avanex which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Avanex shall promptly inform ParentOplink. Notwithstanding the foregoing, the Company Avanex makes no representation or warranty with respect to any information supplied or to be supplied by Parent Oplink that is, will be, or Merger Sub that is required to be contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information -------------------------------------------- supplied or to be supplied by the Company Oplink for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company Oplink and stockholders of Parent Avanex in connection with the meeting of the CompanyOplink's shareholders stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERSOplink Stockholders' MEETINGMeeting") and in connection with the meeting of ParentAvanex's stockholders to consider the approval of the issuance of shares of Parent Common Stock Share Issuance pursuant to the terms of the Merger (the "PARENT STOCKHOLDERSAvanex Stockholders' MEETINGMeeting") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENTJoint Proxy Statement/PROSPECTUSProspectus") shallshall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the CompanyOplink's shareholders stockholders and ParentAvanex's stockholders, at the time of the Company ShareholdersOplink Stockholders' Meeting or the Parent Avanex Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersOplink Stockholders' Meeting or the Parent Avanex Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to before the Effective Time, any event relating to the Company Oplink or any of its affiliates, officers or directors should be discovered by the Company Oplink which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Oplink shall promptly inform ParentAvanex. Notwithstanding the foregoing, the Company Oplink makes no representation or warranty with respect to any information supplied or to be supplied by Parent Avanex or Merger Sub that is, will be, or is required to be, contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) S-4 will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting meetings of Parent’s stockholders and Company's stockholders to consider the approval adoption of this Agreement (collectively the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS“Company Stockholders' MEETING"Meeting”) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT“Joint Proxy Statement/PROSPECTUS"Prospectus”) shallshall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders stockholders and Parent's stockholders, at the time of the Company Shareholders' Meeting or the Parent Stockholders' Meeting and at the Effective TimeClosing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective TimeClosing Date, 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 S-4 or a supplement to the Joint Proxy Statement/Prospectus, 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 that is contained in any of the foregoing documentsPurchaser.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) S-4 will at the time it 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 not misleading and (ii) the joint proxy statementJoint Proxy Statement/prospectus to be sent to the shareholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's Parent’s shareholders and Parent's stockholdersCompany’s shareholders, at the time of the Company Parent Shareholders' ’ Meeting or the Parent Stockholders' Company Shareholders’ 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Parent Shareholders' ’ Meeting or the Parent Stockholders' Company Shareholders’ Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Company Parent or any of its affiliates, officers or directors should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent shall promptly inform ParentCompany. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub that Company which is contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement S-4 (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders of the Company and stockholders shareholders of Parent in connection with the meeting of the Company's ’s shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING"“Company Shareholders’ Meeting”) and in connection with the meeting of Parent's stockholders ’s shareholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger Share Issuance (the "PARENT STOCKHOLDERS' MEETING"“Parent Shareholders’ Meeting”) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT“Joint Proxy Statement/PROSPECTUS"Prospectus”) shallshall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's ’s shareholders and Parent's stockholders’s shareholders, at the time of the Company Shareholders' ’ Meeting or the Parent Stockholders' Shareholders’ 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders' ’ Meeting or the Parent Stockholders' Shareholders’ Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. 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 S-4 or a supplement to the Joint Proxy Statement/Prospectus, 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 that DYHP Acquisition which is contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the -------------------------------------------- information supplied or to be supplied by the Company Oplink for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company Oplink and stockholders of Parent Avanex in connection with the meeting of the CompanyOplink's shareholders stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERSOplink Stockholders' MEETINGMeeting") and in connection with the meeting of ParentAvanex's stockholders to consider the approval of the issuance of shares of Parent Common Stock Share Issuance pursuant to the terms of the Merger (the "PARENT STOCKHOLDERSAvanex Stockholders' MEETINGMeeting") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENTJoint Proxy Statement/PROSPECTUSProspectus") shallshall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the CompanyOplink's shareholders stockholders and ParentAvanex's stockholders, at the time of the Company ShareholdersOplink Stockholders' Meeting or the Parent Avanex Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersOplink Stockholders' Meeting or the Parent Avanex Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to before the Effective Time, any event relating to the Company Oplink or any of its affiliates, officers or directors should be discovered by the Company Oplink which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Oplink shall promptly inform ParentAvanex. Notwithstanding the foregoing, the Company Oplink makes no representation or warranty with respect to any information supplied or to be supplied by Parent Avanex or Merger Sub that is, will be, or is required to be, contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the The information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will shall not at the time the Registration Statement is filed with the SEC and at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders therein, in light of the Company and stockholders of circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statementJoint Proxy Statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders and stockholders or Parent's stockholders, stockholders or at the time of the Company ShareholdersStockholders' Meeting or the Parent 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersStockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Company Parent or any of its affiliates, officers or directors should be discovered by the Company Parent which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent shall promptly inform ParentCompany. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub that Company which is contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) S-4 will at the time it 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 not misleading and (ii) the joint proxy statementJoint Proxy Statement/prospectus to be sent to the shareholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders and Parent's Abazias-DEs stockholders, at the time of the Company Shareholders' Meeting or the Parent Abazias-DE Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders' Meeting or the Parent Abazias-DE Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective TimeClosing Date, any event relating to the Company Parent or any of its affiliates, officers or directors should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent 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 that is contained in any of the foregoing documentsAbazias-DE.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company Abazias-DE for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) S-4 will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders of the Company and stockholders of Parent Abazias-DE in connection with the meeting meetings of the Company's shareholders to consider the approval Abazias-DE’s stockholders and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of ParentAbazias-DE's stockholders to consider the approval adoption of this Agreement (collectively the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS“Abazias-DE Stockholders' MEETING"Meeting”) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT“Joint Proxy Statement/PROSPECTUS"Prospectus”) shallshall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders and ParentAbazias-DE's stockholders, at the time of the Company Shareholders' Meeting or the Parent Abazias-DE Stockholders' Meeting and at the Effective TimeClosing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders' Meeting or the Parent Abazias-DE Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective TimeClosing Date, any event relating to the Company Abazias-DE or any of its affiliates, officers or directors should be discovered by the Company Abazias-DE which should be set forth in an amendment to the Registration Statement S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Company Abazias-DE 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 that is contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement S-4 (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERSSTOCKHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger Share Issuance (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallshall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders stockholders and Parent's stockholders, at the time of the Company ShareholdersStockholders' Meeting or the Parent 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersStockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. 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 S-4 or a supplement to the Joint Proxy Statement/Prospectus, 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 that which is contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information -------------------------------------------- supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement S-4 (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERSCompany Stockholders' MEETINGMeeting") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger Share Issuance (the "PARENT STOCKHOLDERSParent Stockholders' MEETINGMeeting") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENTJoint Proxy Statement/PROSPECTUSProspectus") shallshall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders stockholders and Parent's stockholders, at the time of the Company ShareholdersStockholders' Meeting or the Parent 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersStockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. 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 S-4 or a supplement to the Joint Proxy Statement/Prospectus, 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 that which is contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statementJoint Proxy Statement/prospectus to be sent to the shareholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Parent’s stockholders and the Company's shareholders and Parent's ’s stockholders, at the time of the Company Shareholders' Parent Stockholders’ Meeting or the Parent Company Stockholders' Meeting and 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, 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 Shareholders' Parent Stockholders’ Meeting or the Parent Company Stockholders' ’ Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to before the Effective TimeTime of Merger I, any event relating to the Company Parent or any of its affiliates, officers or directors should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent shall promptly inform Parentthe Company. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied or to be supplied by Parent the Company that is, will be, or Merger Sub that is required to be contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company Proxim for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company Proxim and stockholders of Parent Western Multiplex in connection with the meeting of the CompanyProxim's shareholders stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERSPROXIM STOCKHOLDERS' MEETING") and in connection with the meeting of ParentWestern Multiplex's stockholders to consider the approval of the issuance of shares of Parent Common Stock Share Issuance pursuant to the terms of the Merger (the "PARENT WESTERN MULTIPLEX STOCKHOLDERS' MEETINGMeeting") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallshall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the CompanyProxim's shareholders stockholders and ParentWestern Multiplex's stockholders, at the time of the Company ShareholdersProxim Stockholders' Meeting or the Parent Western Multiplex 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersProxim Stockholders' Meeting or the Parent Western Multiplex Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to before the Effective Time, any event relating to the Company Proxim or any of its affiliates, officers or directors should be discovered by the Company Proxim which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Proxim shall promptly inform ParentWestern Multiplex. Notwithstanding the foregoing, the Company Proxim makes no representation or warranty with respect to any information supplied by Parent Western Multiplex or Merger Sub that is contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the The information supplied or to be -------------------------------------------- supplied by the Company Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will shall not at the time the Registration Statement is filed with the SEC and at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders therein, in light of the Company and stockholders of circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statementJoint Proxy Statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders and stockholders or Parent's stockholders, stockholders or at the time of the Company ShareholdersStockholders' Meeting or the Parent 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersStockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Company Parent or any of its affiliates, officers or directors should be discovered by the Company Parent which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent shall promptly inform ParentCompany. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub that Company which is contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the -------------------------------------------- information supplied or to be supplied by the Company Avanex for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statementJoint Proxy Statement/prospectus to be sent to the shareholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the CompanyAvanex's shareholders stockholders and ParentOplink's stockholders, at the time of the Company ShareholdersAvanex Stockholders' Meeting or the Parent Oplink Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersAvanex Stockholders' Meeting or the Parent Oplink Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to before the Effective Time, any event relating to the Company Avanex or any of its affiliates, officers or directors should be discovered by the Company Avanex which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Avanex shall promptly inform ParentOplink. Notwithstanding the foregoing, the Company Avanex makes no representation or warranty with respect to any information supplied or to be supplied by Parent Oplink that is, will be, or Merger Sub that is required to be contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders stockholders to consider the approval and adoption of this Agreement and the approval of the Merger I (the "COMPANY SHAREHOLDERSSTOCKHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock Share Issuance pursuant to the terms of the Merger I (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallshall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders stockholders and Parent's stockholders, at the time of the Company ShareholdersStockholders' Meeting or the Parent Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersStockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. 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 Joint Proxy Statement/Prospectus, 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 that is contained in any of the foregoing documents.will

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) S-4 will at the time it 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 not misleading and (ii) the joint proxy statementJoint Proxy Statement/prospectus to be sent to the shareholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Parent's stockholders and Company's shareholders and Parent's stockholders, at the time of the Company ShareholdersParent Stockholders' Meeting or the Parent Company 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersParent Stockholders' Meeting or the Parent Company Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Company Parent or any of its affiliates, officers or directors should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent shall promptly inform ParentCompany. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub that Company which is contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) will at the time it 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 not misleading and (ii) the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders ’s stockholders to consider the approval and adoption of this Agreement and the approval of the Merger I (the "COMPANY SHAREHOLDERS' MEETING"“Company Stockholders’ Meeting”) and in connection with the meeting of Parent's ’s stockholders to consider the approval of the issuance of shares of Parent Common Stock Share Issuance pursuant to the terms of the Merger I (the "PARENT STOCKHOLDERS' MEETING"“Parent Stockholders’ Meeting”) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT“Joint Proxy Statement/PROSPECTUS"Prospectus”) shallshall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's shareholders ’s stockholders and Parent's ’s stockholders, at the time of the Company Shareholders' Stockholders’ Meeting or the Parent Stockholders' Meeting and 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, 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 Shareholders' Stockholders’ Meeting or the Parent Stockholders' ’ Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to before the Effective TimeTime of Merger I, 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 Joint Proxy Statement/Prospectus, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or to be supplied by Parent or Merger Sub Subs that is, will be, or is required to be, contained in any of the foregoing documents.

Statements; Joint Proxy Statement/Prospectus. None of the information -------------------------------------------- supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 2.4(b)) S-4 will at the time it 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 not misleading and (ii) the joint proxy statementJoint Proxy Statement/prospectus to be sent to the shareholders of the Company and stockholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shallProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Parent's stockholders and Company's shareholders and Parent's stockholders, at the time of the Company ShareholdersParent Stockholders' Meeting or the Parent Company 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company ShareholdersParent Stockholders' Meeting or the Parent Company Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Company Parent or any of its affiliates, officers or directors should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent shall promptly inform ParentCompany. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub that Company which is contained in any of the foregoing documents.