Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. The Proxy Statement / Registration Statement, (a) when first filed in accordance with Rule 424(b) and pursuant to Section 14A, (b) on the effective date thereof, (c) on the date mailed to the Acquiror Shareholders and certain of the Company’s stockholders and (d) at the time of the Acquiror Shareholders’ Meeting, will (i) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) 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 were made, not misleading; provided, however, that Acquiror makes no representations, warranties or covenants as to (i) any projections or forecasts, (ii) statements made or incorporated by reference into or (iii) information omitted from the Proxy Statement / Registration Statement in reliance upon or based upon information supplied to Acquiror by or on behalf of the Company for inclusion in the Proxy Statement / Registration Statement.

Proxy Statement; Registration Statement. The Proxy Statement / Registration Statement, (a) when first filed The Registration Statement and other materials prepared by Parent in accordance connection with Rule 424(b) and pursuant to Section 14Athe Merger, (b) on the effective date thereof, (c) on the date mailed to the Acquiror Shareholders and certain of the Company’s stockholders and (d) at the time of the Acquiror Shareholders’ Meetingincluding any amendments or supplements thereto, will (i) comply in all material respects with applicable federal securities Laws, and the applicable requirements Registration Statement will not, at the time that it or any amendment or supplement thereto is declared effective by the SEC, at the time of the Securities Act and Shareholders Meeting or at the Exchange Act and (ii) not 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 were made, not misleading; provided, however, except that Acquiror makes no representations, warranties representation is made by Parent or covenants as Merger Sub with respect to (i) any projections or forecasts, (ii) statements made or incorporated by reference into or (iii) information omitted from the Proxy Statement / Registration Statement in reliance upon or based upon information supplied to Acquiror by or on behalf of the Company for inclusion in the Proxy Statement / Registration Statement. (b) None of the information supplied by Parent or Merger Sub in writing for inclusion in the Proxy Statement will, at the time that it or any amendment or supplement thereto is mailed to the Company’s shareholders, at the time of the Shareholders 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 misleading.

Proxy Statement; Registration Statement. The Proxy Statement / Registration Statement, (a) when first filed The Registration Statement and other materials prepared by Parent in accordance connection with Rule 424(b) and pursuant to Section 14Athe Merger, (b) on the effective date thereof, (c) on the date mailed to the Acquiror Shareholders and certain of the Company’s stockholders and (d) at the time of the Acquiror Shareholders’ Meetingincluding any amendments or supplements thereto, will (i) comply in all material respects with applicable federal securities Laws, and the applicable requirements Registration Statement will not, at the time that it or any amendment or supplement thereto is declared effective by the SEC, at the time of the Securities Act and Stockholders Meeting or at the Exchange Act and (ii) not 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 were made, not misleading; provided, however, except that Acquiror makes no representations, warranties representation is made by Parent or covenants as Merger Sub with respect to (i) any projections or forecasts, (ii) statements made or incorporated by reference into or (iii) information omitted from the Proxy Statement / Registration Statement in reliance upon or based upon information supplied to Acquiror by or on behalf of the Company for inclusion in the Proxy Statement / Registration Statement. (b) None of the information supplied by Parent or Merger Sub in writing for inclusion in the Proxy Statement will, at the time that it or any amendment or supplement thereto is mailed to the Company’s stockholders, at the time of the 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 misleading.

Proxy Statement; Registration Statement. (a) The Proxy Statement / Registration Statement, (a) when first filed in accordance with Rule 424(b) and pursuant other materials prepared by the Company and distributed to Section 14A, (b) on the effective date thereof, (c) on the date mailed to the Acquiror Shareholders and certain of the Company’s stockholders and (d) at in connection with the time of the Acquiror Shareholders’ MeetingMerger, including any amendments or supplements thereto, will (i) comply in all material respects with applicable federal securities Laws, and the applicable requirements Proxy Statement will not, at the time that it or any amendment or supplement thereto is mailed to the Company’s stockholders, at the time of the Securities Act and Stockholders Meeting or at the Exchange Act and (ii) not 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 were made, not misleading; provided, however, except that Acquiror makes no representations, warranties or covenants as representation is made by the Company with respect to (i) any projections or forecasts, (ii) statements made or incorporated by reference into or (iii) information omitted from the Proxy Statement / Registration Statement in reliance upon or based upon information supplied to Acquiror by Merger Sub or on behalf of the Company Parent for inclusion in the Proxy Statement / Registration Statement. (b) None of the information supplied by the Company in writing for inclusion in the Registration Statement will, at the time that it or any amendment or supplement thereto is filed with the SEC 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 misleading.

Proxy Statement; Registration Statement. The Proxy Statement / Registration Statement, (a) when first filed in accordance with Rule 424(b) and pursuant to Section 14A, (b) on the effective date thereof, (c) on the date mailed to the Acquiror Shareholders and certain of the Company’s stockholders members and (d) at the time of the Acquiror Shareholders’ Meeting, will (i) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) 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 were made, not misleading; provided, however, that Acquiror makes no representations, warranties or covenants as to (i) any projections or forecasts, (ii) statements made or incorporated by reference into or (iii) information omitted from the Proxy Statement / Registration Statement in reliance upon or based upon information supplied to Acquiror by or on behalf of the Company for inclusion in the Proxy Statement / Registration Statement.

Proxy Statement; Registration Statement. (a) The Proxy Statement / Registration Statement, (a) when first filed in accordance with Rule 424(b) and pursuant other materials prepared by the Company and distributed to Section 14A, (b) on the effective date thereof, (c) on the date mailed to the Acquiror Shareholders and certain of the Company’s stockholders and (d) at shareholders in connection with the time of the Acquiror Shareholders’ MeetingMerger, including any amendments or supplements thereto, will (i) comply in all material respects with applicable federal securities Laws, and the applicable requirements Proxy Statement will not, at the time that it or any amendment or supplement thereto is mailed to the Company’s shareholders, at the time of the Securities Act and Shareholders Meeting or at the Exchange Act and (ii) not 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 were made, not misleading; provided, however, except that Acquiror makes no representations, warranties or covenants as representation is made by the Company with respect to (i) any projections or forecasts, (ii) statements made or incorporated by reference into or (iii) information omitted from the Proxy Statement / Registration Statement in reliance upon or based upon information supplied to Acquiror by Merger Sub or on behalf of the Company Parent for inclusion in the Proxy Statement / Registration Statement. (b) None of the information supplied by the Company in writing for inclusion in the Registration Statement will, at the time that it or any amendment or supplement thereto is filed with the SEC 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 misleading.