Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent 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 and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and 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 thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held 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 meeting of the stockholders of the Company, 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. The Proxy Statement and Prospectus will, as of its effective 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 Parent or Subsidiary with respect to information supplied by the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent 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 and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement") ), or (b) the proxy statement to be distributed in connection with the Company's meeting and Parent's meetings of its their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement and Statement/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 thereof or supplements thereto, and at the time of the meeting meetings of stockholders of the Company and Parent to be held 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 meeting meetings of the stockholders of the CompanyCompany and Parent, 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 Statement and Statement/ Prospectus will, as of its effective 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 Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries or Affiliates for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration StatementREGISTRATION STATEMENT") or (b) the proxy statement to be distributed in connection with the Company's meeting and Parent's meetings of its their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy StatementPROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and ProspectusJOINT PROXY STATEMENT/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 thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held 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 meeting of the stockholders of the Company, will 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, at any of: (i) the time the Registration Statement (or any amendment or supplement thereto) is declared effective; (ii) the time the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the stockholders of Parent and Company; (iii) the time of each of the meetings of the stockholders of Parent and Company to be held in connection with the transactions contemplated by this Agreement; and (iv) the Effective Time. The Joint Proxy Statement and Statement/ Prospectus will, as of its effective 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 Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein. For purposes of this Agreement, the term "Affiliate" means, when used with respect to a specified person or entity, another person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the person or entity specified. For the purpose of this definition, "control" means (i) the ownership or control of more than 50% of the equity interest in any person or entity, or (ii) the ability to direct or cause the direction of the management or affairs of a person or entity, whether through the direct or indirect ownership of voting interests, by contract or otherwise.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries on behalf of the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 S-3 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose issuance and resale of registering the shares of Parent Common Stock to be issued in connection with the Merger transactions contemplated hereby, including the Conversion, Rights Offering and Overallotment Option (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and ProspectusREGISTRATION STATEMENT") will, in at the case of time the Proxy Registration Statement or any amendments thereof or supplements theretobecomes effective under the Securities Act, and as the same may be amended, at the time of the mailing of the Proxy Statement and any amendments thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held 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 meeting of the stockholders of the Companyamendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (b) the proxy statement in definitive form, relating to the special meeting (the "COMPANY MEETING") of the shareholders of the Company (the "COMPANY SHAREHOLDERS") to be held in connection with the approval of (i) the issuance to J Net of shares of Conversion Shares issuable in connection with the Conversion, (ii) the amendment to the articles of incorporation of the Company to increase the number of authorized shares of Common Stock to account for the shares of Common Stock to be issued in connection with the Rights Offering and Overallotment Option , (iii) the Rights Offering and the Overallotment Option and (iv) the amendment of the Company Employee Benefit Plans, as contemplated in SECTION 4.16 (the "PROXY STATEMENT") will, at the date such Proxy Statement is mailed to such shareholders, and, as the same may be amended or supplemented, at the time of such meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Registration Statement, the Proxy Statement and Prospectus will, as of its effective date, any other documents to be filed with the SEC or any other Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with all the 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 Parent or Subsidiary with respect to information supplied by the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries EChapman for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent EChapman and the Company CCMH in connection with the Merger for the purpose of registering the shares of Parent Common Stock EChapman Shares and Exchanged Options to be issued in connection with the Merger (the "Registration Statement") ), or (b) the proxy statement to be distributed in connection with the CompanyCCMH's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and Statement/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 thereof or supplements thereto, and at the time of the meeting of stockholders of the Company CCMH to be held in connection with the transactions contemplated by this Agreement, and at the Effective Time, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes is declared effective and at by the time of such meeting of the stockholders of the CompanySEC, 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 were made, not misleading. The Proxy Registration Statement and Proxy Statement/ Prospectus will, as of its effective date, shall comply as to form in all material respects as to form and substance with all applicable laws, including the provisions requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary EChapman with respect to information supplied by the Company CCMH for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries Savers for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection (together with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (any amendments or supplements thereto, the "Proxy Statement" and, together with ") relating to the prospectus included Stockholders Meetings will (i) in the case of the Registration Statement, at the "Proxy Statement time it becomes effective and Prospectus"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 not misleading or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held 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 meeting of the stockholders of the Companyeach Stockholder 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 the light of the circumstances under which they are made, not misleading. The If at any time prior to the Effective Time any event with respect to Savers or its officers and directors should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and Prospectus willsuch amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of its effective dateSavers and/or SMC as appropriate. The Registration Statement will comply (with respect to Savers) as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will (with respect to Savers) comply as to form in all material respects with all applicable laws, including the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company for inclusion thereinAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries EChapman for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent EChapman and the Company CHI in connection with the Merger for the purpose of registering the shares of Parent Common Stock EChapman Shares and Exchanged Options to be issued in connection with the Merger (the "Registration Statement") ), or (b) the proxy statement to be distributed in connection with the CompanyCHI's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and Statement/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 thereof or supplements thereto, and at the time of the meeting of stockholders of the Company CHI to be held in connection with the transactions contemplated by this Agreement, and at the Effective Time, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes is declared effective and at by the time of such meeting of the stockholders of the CompanySEC, 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 were made, not misleading. The Proxy Registration Statement and Proxy Statement/Prospectus will, as of its effective date, shall comply as to form in all material respects as to form and substance with all applicable laws, including the provisions requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary EChapman with respect to information supplied by the Company CHI for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries on behalf of the Company for inclusion or incorporation by reference in (ai) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company Holdco in connection with the Merger for the purpose issuance of registering the shares of Parent Holdco Common Stock to be issued and Holdco Units (or by Parent in connection with the Merger issuance of Parent Units) in the Mergers (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of Registration Statement becomes effective under the Proxy Statement and any amendments thereof or supplements theretoSecurities Act, and at as the time of the meeting of stockholders of the Company to same may be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplementedamended, at the time it becomes effective and at the time of such meeting of the stockholders of the Companyamendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the joint proxy in definitive form, relating to the meetings of the stockholders of the Company and Parent to be held in connection with the Mergers and the prospectus relating to the Holdco Shares and Holdco Units or the Parent Units, as the case may be, to be issued in the Mergers (the "Joint Proxy Statement/Prospectus") will at the date such Joint Proxy Statement/Prospectus is mailed to such stockholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement and Prospectus will, as of its effective 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 Parent or Subsidiary with respect to information supplied by the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent Acquirer or any of its subsidiaries accountants, counsel or other authorized representatives for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement and Prospectus") will, in the case of the Joint Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement and any amendments thereof or supplements thereto, thereto and at the time of the meeting of stockholders the shareholders of the Company Acquirer to be held in connection with the transactions contemplated by this AgreementMerger, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meeting of the stockholders of the CompanyEffective 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, it being understood and agreed that no representation or warranty is made by Acquirer with respect to any information supplied by Targets or their its accountants, counsel or other authorized representatives. If at any time prior to the Effective Time any event with respect to Acquirer or any of its Subsidiaries, or any of their officers and directors, shall occur which is or should be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading. The Proxy Registration Statement and Prospectus will, as of its effective date, will 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 Parent or Subsidiary with respect to information supplied by the Company for inclusion thereinAct.

Registration Statement and Proxy Statement. None of VoiceStream and ------------------------------------------ Omnipoint shall cooperate and promptly prepare and file with the information supplied or to be supplied by Parent or its subsidiaries for inclusion in (a) the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the1933 Act, with respect to be filed under the Securities Act Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the SEC by Parent meetings of stockholders of Omnipoint and the Company of VoiceStream in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby Transactions (the "Proxy Statement" and, together /Prospectus"). The respective parties shall cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the prospectus included in applicable provisions of the Registration Statement1933 Act, the "Proxy Statement 1934 Act and Prospectus") willthe rules and regulations thereunder. VoiceStream shall use all reasonable efforts, in and Omnipoint shall cooperate with VoiceStream, to have the case Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. VoiceStream shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Omnipoint and advise Omnipoint of any verbal comments with respect to the Form S-4 received from the SEC. VoiceStream shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities laws or "Blue Sky" permits or approvals required to carry out the Transactions and shall pay all expenses incident thereto. VoiceStream agrees that the Proxy Statement Statement/Prospectus and each amendment or any amendments thereof or supplements thereto, supplement thereto at the time of the mailing of the Proxy Statement and any amendments thereof or supplements thereto, and at the time of the meeting respective meetings of stockholders of the Company to be held in connection with the transactions contemplated by this AgreementOmnipoint and VoiceStream, or, in the case of the Registration Statement, as amended Form S-4 and each amendment or supplementedsupplement thereto, at the time it is filed or becomes effective and at the time of such meeting of the stockholders of the Companyeffective, contain any shall not include an untrue statement of a material fact or omit to state any a 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 were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by VoiceStream in reliance upon and in conformity with written information concerning Omnipoint furnished to VoiceStream by Omnipoint specifically for use in the Proxy Statement/Prospectus. Omnipoint agrees that the written information concerning Omnipoint provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Omnipoint and VoiceStream, or, in the case of written information concerning Omnipoint provided by Omnipoint for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The No amendment or supplement to the Proxy Statement and Statement/Prospectus will, as of its effective date, comply as to form in all material respects with all applicable laws, including shall be made by VoiceStream or Omnipoint without the provisions approval of the Securities Act and other party. VoiceStream shall advise Omnipoint, promptly after it receives notice thereof, of the Exchange Act and time when the rules and regulations promulgated thereunderForm S-4 has become effective or any supplement or amendment has been filed, except that no representation is made by Parent the issuance of any stop order, the suspension of the qualification of VoiceStream Common Stock issuable in connection with the Transactions for offering or Subsidiary with respect to information supplied sale in any jurisdiction, or any request by the Company SEC for inclusion thereinamendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent either Target or any of its subsidiaries accountants, counsel or other authorized representatives for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company (as defined in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement"Section 6.2(b)) or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement and Prospectus"(as defined in Section 6.1(b)) will, in the case of the Joint Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement and any amendments thereof or supplements thereto, and at the time of the meeting of stockholders meetings of the Company shareholders of Targets to be held in connection with the transactions contemplated by this AgreementMerger, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meeting of the stockholders of the CompanyEffective 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. The Proxy Statement , it being understood and Prospectus will, as of its effective 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 agreed that no representation or warranty is made by Parent or Subsidiary either Target with respect to any information supplied by Acquirer or its accountants, counsel or other authorized representatives. If at any time prior to the Company for inclusion Effective Time any event with respect to either Target or their officers and directors shall occur which is or should be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries Lunn for inclusion in (a) the Registration Statement on Form S-4 to be filed f▇▇▇▇ under the Securities Act with the SEC by Parent and the Company Lunn in connection with the Merger for the purpose of registering the shares of Parent Su▇▇▇▇ing Corporation Common Stock to be issued in connection with the Merger (the "Registration StatementREGISTRATION STATEMENT") ), or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders Lunn Stockholders' Meeting and the TPG Stockholders' Meeting to vote upon this upo▇ ▇▇is Agreement and the transactions contemplated hereby Transactions (the "Proxy StatementPROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and ProspectusJOINT PROXY STATEMENT/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 thereof or supplements thereto, and at the time of the meeting of stockholders of Lunn Stockholders' Meeting and the Company TPG Stockholders' Meeting to be held in connection ▇▇ ▇onnection with the transactions contemplated by this AgreementTransactions, and at the Effective Time, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes is declared effective and at by the time of such meeting of the stockholders of the CompanySEC, 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 were made, not misleading. The Proxy Registration Statement and Joint Proxy Statement/Prospectus will, as of its effective date, shall comply as to form in all material respects as to form and substance with all applicable laws, including the provisions requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Lunn with respect to information supplied by relating to TPG and included therein, p▇▇▇▇ded TPG approved of the Company for inclusion thereinof such information in the Registration Statement and Joint Proxy Statement/Prospectus.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information supplied or to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 S-4, as amended or supplemented from time to time, to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement") or (b) the proxy statement statement, as amended or supplemented from time to time, to be distributed in connection with the CompanyParent's meeting of its stockholders to vote upon on this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and Statement/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 thereof or supplements thereto, and at the time of the meeting meetings of stockholders of the Company Parent to be held 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 meeting meetings of the stockholders of the CompanyParent, 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 Proxy Statement and Statement/Prospectus will, as of its effective 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 Parent or ▇▇▇▇ Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC Commission by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and Statement/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 thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held in connection with the transactions contemplated by this Agreement, contain any untrue statement of a material fact or omit to state a 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, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meeting of the stockholders of the Company, 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, therein not misleading. The Proxy Statement and Prospectus willStatement/Prospectus, as of its effective dateEffective Time, will 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 Parent or Subsidiary Acquisition with respect to information supplied by the Company for inclusion therein.. SECTION

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries on behalf of the Company for inclusion or incorporation by reference in (ai) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company Holdco in connection with the Merger for the purpose issuance of registering the shares of Parent Holdco Common Stock to be issued and Holdco Units (or by Parent in connection with the Merger issuance of Parent Units) in the Mergers (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and ProspectusREGISTRATION STATEMENT") will, in at the case of time the Proxy Registration Statement or any amendments thereof or supplements theretobecomes effective under the Securities Act, and as the same may be amended, at the time of the mailing of the Proxy Statement and any amendments thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held 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 meeting of the stockholders of the Companyamendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the joint proxy in definitive form, relating to the meetings of the stockholders of the Company and Parent to be held in connection with the Mergers and the prospectus relating to the Holdco Shares and Holdco Units or the Parent Units, as the case may be, to be issued in the Mergers (the "JOINT PROXY STATEMENT/PROSPECTUS") will at the date such Joint Proxy Statement/Prospectus is mailed to such stockholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement and Prospectus will, as of its effective 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 Parent or Subsidiary with respect to information supplied by the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information supplied or to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 S-4, as amended or supplemented from time to time, to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement") or (b) the proxy statement ---------------------- statement, as amended or supplemented from time to time, to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, --------------- together with the prospectus included in the Registration Statement, the "Proxy Statement and ----- Statement/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 thereof or supplements thereto, and at the time of the meeting meetings of stockholders of the Company to be held 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 meeting meetings of the stockholders of the CompanyCompany and Parent, 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 Proxy Statement and Statement/Prospectus will, as of its effective 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 Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent 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 and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting and Parent's meetings of its their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement and Statement/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 thereof or supplements thereto, and at the time of the meeting meetings of stockholders of the Company and Parent to be held 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 meeting meetings of the stockholders of the CompanyCompany and Parent, 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. The Joint Proxy Statement and Statement/Prospectus will, as of its effective 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 Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. Prospectus. None of the information supplied supplied, or to be supplied by Parent ---------- by, Advanced NMR or any of its accountants, counsel or other authorized representatives to the AMS Board of Directors or its subsidiaries Special Committee in connection with this Agreement or for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and Prospectus") /Prospectus will, in the case of the Proxy Statement Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement/Prospectus and any amendments thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meeting of the stockholders of the CompanyEffective 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, it being understood and agreed that no representation or warranty is made by Advanced NMR with respect to any information supplied by AMS or its accountants, counsel or other authorized representatives. If at any time prior to the Effective Time any event with respect to Advanced NMR, its officers or directors, shall occur which is or should be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or the Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading. The Proxy Registration Statement and Prospectus will, as of its effective date, will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange 1933 Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the Prospectus. The information supplied or to be supplied by Parent News Corp., any News Corp. Subsidiary or its subsidiaries their respective Representatives for inclusion in (a) the Registration Statement on Form S-4 to be will not, either at the time the Registration Statement is filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements theretoSEC, at the time of the mailing of the Proxy Statement and any amendments amendment thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held in connection supplement thereto is filed with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplementedSEC, at the time it becomes effective and under the Securities Act or at the time of such meeting of the stockholders of the CompanyEffective 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 not misleading and (b) the Proxy Statement/Prospectus, including any amendments and supplements thereto, will not, either at the date mailed to the Company's stockholders or at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Proxy Statement and Prospectus willStatement/Prospectus, as of its effective dateto information supplied by News Corp., any News Corp. Subsidiary or their respective Representatives, will 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 Parent or Subsidiary with respect and the Registration Statement, other than as to information supplied by the Company, any Company for inclusion thereinSubsidiary or their respective Representatives, will comply in all material respects with the provisions of the Securities Act and the rules and regulations promulgated thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent 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 and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting and Parent's meetings of its their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement and Statement/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 thereof or supplements thereto, and at the time of the meeting meetings of stockholders of the Company and Parent to be held 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 meeting meetings of the stockholders of the CompanyCompany and Parent, 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 Statement and Statement/ Prospectus will, as of its effective 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 Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of VoiceStream and Omnipoint shall cooperate and promptly prepare and file with the information supplied or to be supplied by Parent or its subsidiaries for inclusion in (a) the SEC as soon as practicable a Registration Statement on Form S-4 to be filed (the "Form S-4") under the Securities Act 1933 Act, with respect to the SEC by Parent Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of stockholders of Omnipoint and the Company of VoiceStream in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby Transactions (the "Proxy Statement" and, together /Prospectus"). The respective parties shall cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the prospectus included in applicable provisions of the Registration Statement1933 Act, the "Proxy Statement 1934 Act and Prospectus") willthe rules and regulations thereunder. VoiceStream shall use all reasonable efforts, in and Omnipoint shall cooperate with VoiceStream, to have the case Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. VoiceStream shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Omnipoint and advise Omnipoint of any verbal comments with respect to the Form S-4 received from the SEC. VoiceStream shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities laws or "Blue Sky" permits or approvals required to carry out the Transactions and shall pay all expenses incident thereto. VoiceStream agrees that the Proxy Statement Statement/Prospectus and each amendment or any amendments thereof or supplements thereto, supplement thereto at the time of the mailing of the Proxy Statement and any amendments thereof or supplements thereto, and at the time of the meeting respective meetings of stockholders of the Company to be held in connection with the transactions contemplated by this AgreementOmnipoint and VoiceStream, or, in the case of the Registration Statement, as amended Form S-4 and each amendment or supplementedsupplement thereto, at the time it is filed or becomes effective and at the time of such meeting of the stockholders of the Companyeffective, contain any shall not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in order light of the 65 circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by VoiceStream in reliance upon and in conformity with written information concerning Omnipoint furnished to VoiceStream by Omnipoint specifically for use in the Proxy Statement/Prospectus. Omnipoint agrees that the written information concerning Omnipoint provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Omnipoint and VoiceStream, or, in the case of written information concerning Omnipoint provided by Omnipoint for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading. The No amendment or supplement to the Proxy Statement and Statement/Prospectus will, as of its effective date, comply as to form in all material respects with all applicable laws, including shall be made by VoiceStream or Omnipoint without the provisions approval of the Securities Act and other party. VoiceStream shall advise Omnipoint, promptly after it receives notice thereof, of the Exchange Act and time when the rules and regulations promulgated thereunderForm S-4 has become effective or any supplement or amendment has been filed, except that no representation is made by Parent the issuance of any stop order, the suspension of the qualification of VoiceStream Common Stock issuable in connection with the Transactions for offering or Subsidiary with respect to information supplied sale in any jurisdiction, or any request by the Company SEC for inclusion thereinamendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 S-4, as amended or supplemented from time to time, to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement") or (b) the proxy statement statement, as amended or supplemented from time to time, to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and Statement/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 thereof or supplements thereto, and at the time of the meeting meetings of stockholders of the Company to be held 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 meeting meetings of the stockholders of the CompanyCompany and Parent, 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 Proxy Statement and Statement/Prospectus will, as of its effective 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 Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries for inclusion on behalf of Enron that is included or incorporated by reference in (ai) (A) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose issuance of registering the shares of Parent Company Common Stock to be issued in connection with the PGC Merger (the "Registration Statement") or (bB) the proxy statement to be distributed Post-Effective Amendment (as defined in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and Prospectus"Section 7.2(a)) 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 thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended Statement or supplemented, at the time it Post-Effective Amendment becomes effective and at under the time of such meeting of the stockholders of the CompanySecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the joint proxy statement/prospectus in definitive form, relating to the meetings of the shareholders of PGC and Enron to be held in connection with the Mergers and the prospectus relating to the Company Common Stock to be issued in the PGC Merger (the "Joint Proxy Statement") will, at the date such document is mailed to such shareholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (iii) the Supplemental Proxy Statement (as defined in Section 7.20(a)) in definitive form, relating to the Supplemental PGC Shareholders' Meeting (as defined in Section 7.20(e)) will, at the date such document is mailed to the shareholders of PGC and, as the same may be amended or supplemented, at the times of such meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and Prospectus will, as of its effective date, All documents that Enron is responsible for filing with the SEC in connection with the transactions contemplated herein shall comply as to form in all material respects with all the applicable laws, including the provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information supplied or to be supplied by Parent or its subsidiaries Sub for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection statement/prospectus included therein (together with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (any amendments or supplements thereto, the "Proxy Statement" and, together with ") relating to the prospectus included Shareholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the "Proxy Statement and Prospectus"time it becomes effective, 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 or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments thereof or supplements theretoStatement, and at the time of the meeting of stockholders of the Company to be held 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 Shareholder Meeting and at the time of such meeting of the stockholders of the CompanyEffective 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. The If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and Prospectus willan appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of its effective date, the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with all applicable laws, including the provisions of the Securities Act Act, and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Proxy Statement will comply (with respect to information supplied by Parent) as to form in all material respects with the Company for inclusion thereinprovisions of the Exchange Act.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries for inclusion on behalf of Enron that is included or incorporated by reference in (ai) (A) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose issuance of registering the shares of Parent Company Common Stock to be issued in connection with the PGC Merger (the "Registration StatementREGISTRATION STATEMENT") or (bB) the proxy statement to be distributed Post-Effective Amendment (as defined in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and Prospectus"SECTION 7.2(A)) 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 thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended Statement or supplemented, at the time it Post-Effective Amendment becomes effective and at under the time of such meeting of the stockholders of the CompanySecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the joint proxy statement/prospectus in definitive form, relating to the meetings of the shareholders of PGC and Enron to be held in connection with the Mergers and the prospectus relating to the Company Common Stock to be issued in the PGC Merger (the "JOINT PROXY STATEMENT") will, at the date such document is mailed to such shareholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (iii) the Supplemental Proxy Statement (as defined in SECTION 7.20(A)) in definitive form, relating to the Supplemental PGC Shareholders' Meeting (as defined in SECTION 7.20(E)) will, at the date such document is mailed to the shareholders of PGC and, as the same may be amended or supplemented, at the times of such meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and Prospectus will, as of its effective date, All documents that Enron is responsible for filing with the SEC in connection with the transactions contemplated herein shall comply as to form in all material respects with all the applicable laws, including the provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder. 5. Article IV of the Agreement is hereby amended by adding the following representations, except that no representation is which are made by Parent or Subsidiary with respect to information supplied by as of the Company for inclusion therein.date of this Amendment:

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent Cartesian or its subsidiaries the Cartesian Shareholders for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC by Parent and the Company Securities Exchange Commission in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "“Registration Statement"”) or (b) the proxy statement to be distributed in connection with the Company's Parent’s meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby by this Agreement, and any amendments thereof or supplements thereto (the "“Proxy Statement" ” and, together with the prospectus included in the Registration Statement, the "“Joint Proxy Statement and Statement/ Prospectus"”)) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments thereof or supplements thereto, and at the time of the meeting meetings of Parent’s stockholders of the Company to be held in connection with the transactions contemplated by this Agreementhereby, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meeting of the stockholders of the CompanyParent’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under which they are made, not misleading. The Proxy Statement and Prospectus will, as of its effective 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 Parent or Subsidiary with respect to information supplied by the Company for inclusion therein.

Registration Statement and Proxy Statement. Prospectus. None of the information supplied supplied, or to be supplied supplied, ---------- by Parent AMS or any of its subsidiaries accountants, counsel or other authorized representatives for inclusion in (a) the Registration Statement on Form S-4 to be filed with the Commission by Advanced NMR under the Securities 1933 Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Advanced NMR Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders of AMS ("AMS Stockholders' Meeting") to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Proxy Statement and /Prospectus") will, in the case of the Proxy Statement Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement/Prospectus and any amendments thereof or supplements thereto, and at the time of the meeting of stockholders of the Company AMS Stockholders' Meeting to be held in connection with the transactions contemplated by this AgreementMerger, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meeting of the stockholders of the CompanyEffective 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. The Proxy Statement , it being understood and Prospectus will, as of its effective 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 agreed that no representation or warranty is made by Parent or Subsidiary AMS with respect to any information supplied by Advanced NMR or its accountants, counsel or other authorized representatives. If at any time prior to the Company for inclusion Effective Time any event with respect to AMS, its officers and directors shall occur which is or should be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or the Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent 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 and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (b) the proxy statement to be distributed in connection with the Company's meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement and Statement/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 thereof or supplements thereto, and at the time of the meeting of stockholders of the Company to be held 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 effective, at the time of such meeting of the stockholders of the CompanyCompany and for so long as it remains effective, 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. The Joint Proxy Statement and Statement/Prospectus will, as of its effective 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 or covenant is made by Parent or Subsidiary with respect to information in writing supplied or to be supplied by the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries Arch for inclusion in (ai) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (bii) the proxy statement and prospectus conforming to the prospectus forming part of the Registration Statement to be distributed in connection with the CompanyArch's meeting and Metrocall's meetings of its their respective stockholders to vote upon this Agreement and the transactions contemplated hereby Transactions and any amendments thereof or supplements thereto (the "Proxy Statement" and, together with the prospectus included in the Registration Statementtogether, the "Joint Proxy Statement and Statement/Prospectus") ), will, in the case of the Joint Proxy Statement or any amendments thereof or supplements theretoStatement/Prospectus, at the time of the mailing of the Joint Proxy Statement and any amendments thereof or supplements thereto, Statement/Prospectus and at the time of the meeting meetings of stockholders of the Company Metrocall and Arch to be held in connection with the transactions contemplated by this AgreementTransactions, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meeting meetings of the stockholders of the CompanyMetrocall and Arch, 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 Statement and Statement/Prospectus will, as of its effective 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 Parent or Subsidiary Arch with respect to information supplied by Metrocall or the Company stockholders of Metrocall for inclusion thereinin the Joint Proxy Statement/Prospectus.