Common use of Registration Statement and Information Statement Clause in Contracts

Registration Statement and Information Statement. None of the information to be supplied by either Seller or its Subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Mergers for the purpose of registering the shares of Parent Common Stock to be issued in the Mergers (the "REGISTRATION STATEMENT") or (b) the proxy statements to be distributed in connection with the approval of this Agreement and the transactions contemplated hereby by the stockholders of the respective Sellers (the "PROXY STATEMENTS" and, together with the prospectus included in the Registration Statement, the "JOINT PROXY STATEMENTS/PROSPECTUS") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of any action by the stockholders of the respective Sellers in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such action by the stockholders of the respective Sellers, 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 the light of the circumstances under which they are made, not misleading. The Joint Proxy Statements/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by either Seller with respect to information supplied by any Purchaser for inclusion therein.

Registration Statement and Information Statement. None of the information to be supplied by either Seller or its Subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Mergers for the purpose of registering the 18 shares of Parent Common Stock to be issued in the Mergers (the "REGISTRATION STATEMENTRegistration Statement") or (b) the proxy statements to be distributed in connection with the approval of this Agreement and the transactions contemplated hereby by the stockholders of the respective Sellers (the "PROXY STATEMENTSProxy Statements" and, together with the prospectus included in the Registration Statement, the "JOINT PROXY STATEMENTSJoint Proxy Statements/PROSPECTUSProspectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of any action by the stockholders of the respective Sellers in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such action by the stockholders of the respective Sellers, 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 the light of the circumstances under which they are made, not misleading. The Joint Proxy Statements/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by either Seller with respect to information supplied by any Purchaser for inclusion therein.