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

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of GT in Section 3.13, the information supplied by the Company in writing specifically for inclusion in the Registration Statement (as defined in Section 3.13) shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of GT in Section 3.13, the The information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.133.12) shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, included therein not misleading. The information supplied by the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company in connection with the meeting of the shareholders stockholders of the Company to consider the Merger (the "Company ShareholdersCOMPANY STOCKHOLDERS' MeetingMEETING") and to be sent to the shareholders stockholders of GT Parent in connection with the meeting of the shareholders stockholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") Parent to consider the Merger (the "PARENT STOCKHOLDERS' MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS' MEETINGS") (such joint proxy 15 21 statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy StatementJOINT PROXY STATEMENT/ProspectusPROSPECTUS") ), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Stockholders' Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders' Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT Parent and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.13the "S-4") shall not will, at the time the Registration Statement is declared S-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent filed with the SEC by Company pursuant to Section 5.1 hereof (the "JOINT PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the shareholders of Company, at the times of the shareholders meeting of Company (the "COMPANY SHAREHOLDERS' MEETING") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of the shareholders of the Company to consider the Merger Parent (the "Company ShareholdersPARENT STOCKHOLDERS' MeetingMEETING") and to the shareholders of GT in connection with the meeting Share Issuance and as of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings, or at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of GT in Section 3.13, the information supplied by the Company in writing specifically for inclusion Section 2.13, the registration statement (the "REGISTRATION STATEMENT") pursuant to which the Parent Common Stock to be issued in the Registration Statement (as defined in Section 3.13) Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent for inclusion or incorporation in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") Prospectus will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings, or Stockholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall will omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall Parent or Merger Sub will promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with 28- the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by GT or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of GT in Section 3.13, the The information supplied by the Company in writing specifically with respect to the Company and its Subsidiaries and their respective officers, directors, stockholders and other Affiliates (collectively, the "Company Information") for inclusion in the Registration Statement (as defined in Section 3.133.23) shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information Company Information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company in connection with the meeting of the shareholders stockholders of the Company to consider the Merger (the "Company Shareholders' Stockholders Meeting") and and, if required, to the shareholders stockholders of GT the Parent in connection with the meeting of the shareholders stockholders of GT the Parent (the "GT Shareholders' Parent Stockholders Meeting" and, together with the Company's Shareholders Company Stockholders Meeting, the "Shareholders Stockholders Meetings") to consider the Merger Parent Common Stock Issuance (as defined in Section 5.3) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or its Subsidiaries or any of its their respective affiliatesofficers, officers directors, stockholders or directors other Affiliates should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.inform

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of GT in Section 3.13, the information be supplied by the Company in writing specifically for inclusion in the registration statement on Form S-4 pursuant to which shares of Partner Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement (as defined in Section 3.13) Statement"), shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in the light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company for inclusion in the joint proxy statement/statement/ 38 45 prospectus (the "Joint Proxy Statement") to be sent to the shareholders stockholders of the Partner and Company in connection with the meeting of the shareholders of the Company Company's stockholders to consider this Agreement and the Merger (the "Company ShareholdersStockholders' Meeting") and to the shareholders of GT in connection with the meeting of Partner's stockholders to consider the shareholders of GT Partner Voting Proposal (the "GT ShareholdersPartner Stockholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to shareholdersstockholders of Company or Partner, at the time of the Shareholders Meetings, or at Company Stockholders' Meeting and the Effective TimePartner Stockholders' Meeting, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders' Meeting or the Partner Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliatesAffiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger SubPartner. The Joint Proxy Statement/Prospectus shall comply If at any time prior to the Effective Time any event relating to Partner or any of its Affiliates, officers or directors should be discovered by Partner which should be set forth in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect an amendment to any information supplied by GT or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Partner shall promptly inform Company.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.13the "S-4") shall not will, at the time the Registration Statement is declared S-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection filed with the meeting of the shareholders of the SEC by Company and Parent pursuant to consider the Merger Section 5.1 (the "Company Shareholders' MeetingJOINT PROXY STATEMENT/PROSPECTUS") and will, at the dates mailed to the shareholders respective stockholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersCompany and Parent, at the time of the Shareholders Meetingsstockholders' meeting of Company in connection with the adoption of this Agreement (the "COMPANY STOCKHOLDERS' MEETING"), or at the time of the stockholders' meeting of Parent in connection with the Share Issuance (the "PARENT STOCKHOLDERS' MEETING") and as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained included or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of GT in Section 3.13, the (a) The information supplied by the Company in writing specifically Representing Party for inclusion in the registration statement on Form S-4 pursuant to which shares of SWAT Common Stock issued in the Merger and shares of SWAT Common Stock issuable pursuant to Section 2.14 of this Agreement will be registered with the SEC (the “Registration Statement (as defined in Section 3.13Statement”) shall not contain, at the time the Registration Statement is declared effective by the SEC contain SEC, any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company Representing Party for inclusion in the joint proxy statement/prospectus (the “Joint Proxy Statement”) to be sent to the shareholders stockholders of the Company in connection with the special meeting of the shareholders of the Company Company’s stockholders to consider this Agreement and the Merger (the "“Company Shareholders' Stockholders Meeting"”) and to the shareholders stockholders of GT SWAT in connection with the special meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") SWAT’s stockholders to consider the issuance of SWAT Common Stock in connection with the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus"“SWAT Stockholders Meeting”) will shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to shareholdersstockholders of SWAT and the Company, at the time of the Shareholders MeetingsCompany Stockholders Meeting, or at the time of the SWAT Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, matter or shall omit to state any material fact necessary in order to make the statements made therein contained in the Joint Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings SWAT Stockholders Meeting or the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of GT in Section 3.13, the (a) The information supplied by the Company in writing specifically Representing Party for inclusion in the registration statement on Form S-4 pursuant to which shares of NPI Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement (as defined in Section 3.13Statement") shall not contain, at the time the Registration Statement is declared effective by the SEC contain SEC, any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company Representing Party for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement") to be sent to the shareholders stockholders of the Company in connection with the special meeting of the shareholders of the Company Company's stockholders to consider this Agreement and the Merger (the "Company Shareholders' Stockholders Meeting") and to the shareholders stockholders of GT NPI in connection with the special meeting of NPI's stockholders to consider the shareholders issuance of GT NPI Common Stock in connection with the Merger (the "GT Shareholders' NPI Stockholders Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to shareholdersstockholders of NPI and the Company, at the time of the Shareholders MeetingsCompany Stockholders Meeting, or at the time of the NPI Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, matter or shall omit to state any material fact necessary in order to make the statements made therein contained in the Joint Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings NPI Stockholders Meeting or the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the -------------------------------------------------------- information supplied or to be supplied by the Company in writing specifically Acquiror for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 3.13) shall not S-4 will, at the time the Registration Statement is declared S-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger ; and (the "Company Shareholders' Meeting"ii) and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first will, at the dates mailed to shareholdersthe stockholders of Company and of Acquiror, at the time of the Shareholders MeetingsCompany Stockholders' Meeting, or at the time of the Acquiror Shareholders' Meeting and as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior The S-4 will comply as to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company Acquiror makes no representation or warranty with respect to any information supplied by GT or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the ------------------------------------------------------- information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.13the "S-4") shall not will, at the time the Registration Statement is declared S-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent filed with the SEC by Company pursuant to Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the shareholders of Company, at the Company in connection with the meeting times of the shareholders meeting of the Company to consider the Merger (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of the shareholders of GT Parent (the "GT ShareholdersParent Stockholders' Meeting" and, together ") in connection with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus Share Issuance and as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings, or at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the information supplied or to be supplied by the Company in writing specifically for inclusion in (i) the Registration Statement (as defined in Section 3.132.5(b)) shall not will at the time it becomes effective under the Registration Statement Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the proxy statement/prospectus to be sent to the shareholders of Company and stockholders of Parent in connection with the meeting of Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY SHAREHOLDERS' MEETING") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such proxy statement/prospectus as amended or supplemented is declared effective by referred to herein as the SEC "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's shareholders and Parent's stockholders, at the time of the Company Shareholders' Meeting or the Parent Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Shareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderParent. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the -------------------------------------------------------- information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.13the "S-4") shall not will, at the time the Registration Statement is declared S-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection filed with the meeting of the shareholders of the SEC by Company and Parent pursuant to consider the Merger Section 5.1 hereof (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholderswill, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetingsstockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the stockholders of Parent, or at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the information supplied or to be supplied by the Company in writing specifically Parent for inclusion in (i) the Registration Statement (as defined in Section 3.13) shall not will at the time it becomes effective under the Registration Statement Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Joint Proxy Statement/Prospectus shall not, (a) on the date the Joint Proxy Statement/Prospectus is declared effective by first mailed to Parent's stockholders and Company's shareholders, (b) at the SEC time of the Parent Stockholders' Meeting or the Company Shareholders' Meeting and (c) 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 the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Parent Stockholders' Meeting or the Company Shareholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to the Company Parent or any of its respective affiliates, officers or directors should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by GT or Merger Sub which Company that is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the -------------------------------------------------------- information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Genesis Delaware in connection with the issuance of shares of Genesis Delaware Common Stock in or as a result of the Merger (as defined in Section 3.13the "S-4") shall not will, at the time the Registration Statement is declared S-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection filed with the meeting of the shareholders of the SEC by Company and Acquiror pursuant to consider the Merger Section 6.1 hereof (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholderswill, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetingsstockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the shareholders of Acquiror, or at the times of the shareholders' meeting of Acquiror (the "Acquiror Shareholders' Meeting") in connection with the Share Issuance and as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Acquiror or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the information supplied by the Company in writing specifically 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 in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Parent Merger and the shares of Surviving Corporation Common Stock to be issued in the Reincorporation Merger, and any amendments or supplements thereto (the "Registration Statement") or (b) the proxy or information statement to be distributed, together with the prospectus included in the Registration Statement Statement, in connection with the respective meetings of the Company's and Parent's shareholders (as defined the "Shareholders Meetings") to vote upon this Agreement and the transactions contemplated hereby, and any amendments or supplements thereto (the "Proxy Statement/Prospectus") will, in Section 3.13) shall not the case of the Registration Statement, at the time it becomes effective and at the Registration Statement is declared effective by time of the SEC Shareholders Meetings, and in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof to shareholders and at the time of the Shareholders Meetings, 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 were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities ActLaws, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes except that no representation or warranty is made by Company with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusderived therefrom for inclusion therein.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of GT in Section 3.13, the The -------------------------------------------------------- information supplied by the Company in writing specifically for inclusion in the Registration Statement (as defined in Section 3.133.4(b)) shall not at the time the Registration Statement is declared effective by filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the shareholders stockholders of the Company in connection with the meeting of the shareholders of the Company Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "Company ShareholdersCOMPANY STOCKHOLDERS' MeetingMEETING") and to (b) the shareholders stockholders of GT Parent in connection with the meeting of Parent's stockholders to consider the shareholders approval of GT the issuance of shares of Parent Common Stock pursuant to the Merger (the "GT ShareholdersPARENT STOCKHOLDERS' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders MeetingsMEETING") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy StatementJOINT PROXY STATEMENT/ProspectusPROSPECTUS") will shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, Company's stockholders and Parent's stockholders or at the time of the Shareholders Meetings, Company Stockholders' Meeting or at the Effective TimeParent Stockholders' Meeting, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderParent. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Genesis Delaware in connection with the issuance of shares of Genesis Delaware Common Stock in or as a result of the Merger (as defined in Section 3.13the "S-4") shall not will, at the time the Registration Statement is declared S-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection filed with the meeting of the shareholders of the SEC by Company and Acquiror pursuant to consider the Merger Section 6.1 hereof (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholderswill, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetingsstockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the shareholders of Acquiror, or at the times of the shareholders' meeting of Acquiror (the "Acquiror Shareholders' Meeting") in connection with the Share Issuance and as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Acquiror or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.13the "S-4") shall not will, at the time the Registration Statement is declared S-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent filed with the SEC by Company pursuant to Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the shareholders of Company, at the Company in connection with the meeting times of the shareholders meeting of the Company to consider the Merger (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of the shareholders of GT Parent (the "GT ShareholdersParent Stockholders' Meeting" and, together ") in connection with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus Share Issuance and as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings, or at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, ------------------------------------------------------- the information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent ADSs in or as a result of the Merger (as defined in Section 3.13the "S-4") shall not will, at the time the Registration Statement is declared S-4 becomes effective by under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the stockholders of Company, at the times of the stockholders' meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the shareholders of Parent, at the times of the shareholders' meeting of Parent (the "Parent Shareholders' Meeting") in connection with the Share Issuance and as of 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 the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statement made, omitted or incorporated by reference on the basis of information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with omitted from, any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of GT in Section 3.13, the The information supplied by the Company in writing specifically with respect to the Company and its Subsidiaries and their respective officers, directors, stockholders and other Affiliates (collectively, the "Company Information") for inclusion in the Registration Statement (as defined in Section 3.133.23) shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information Company Information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders stockholders of the Company in connection with the meeting of the shareholders stockholders of the Company to consider the Merger (the "Company Shareholders' Stockholders Meeting") and and, if required, to the shareholders stockholders of GT the Parent in connection with the meeting of the shareholders stockholders of GT the Parent (the "GT Shareholders' Parent Stockholders Meeting" and, together with the Company's Shareholders Company Stockholders Meeting, the "Shareholders Stockholders Meetings") to consider the Merger Parent Common Stock Issuance (as defined in Section 5.3) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or its Subsidiaries or any of its their respective affiliatesofficers, officers directors, stockholders or directors other Affiliates should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger SubParent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderExchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.13the “S-4”) shall not will, at the time the Registration Statement is declared S-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection filed with the meeting of the shareholders of the SEC by Company and Parent pursuant to consider the Merger Section 5.1 (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "“Joint Proxy Statement/Prospectus"”) will notwill, on at the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first dates mailed to shareholdersthe respective stockholders of Company and Parent, at the time of the Shareholders Meetingsstockholders’ meeting of Company in connection with the adoption of this Agreement (the “Company Stockholders’ Meeting”), or at the time of the stockholders’ meeting of Parent in connection with the Share Issuance (the “Parent Stockholders’ Meeting”) and as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained included or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.13the "S-4") shall not will, at the time the Registration Statement is declared S-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent filed with the SEC by Company and Parent pursuant to Section 5.1 hereof (the "JOINT PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the shareholders stockholders of Company, at the times of the stockholders meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") in connection with the transactions contemplated hereby at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of the shareholders of the Company to consider the Merger Parent (the "Company ShareholdersPARENT STOCKHOLDERS' MeetingMEETING") and to the shareholders of GT in connection with the meeting Share Issuance and as of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings, or at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the ------------------------------------------------------- information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form F-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.13the "F-4") shall not will, at the time the Registration Statement is declared F-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection filed with the meeting of the shareholders of the SEC by Company pursuant to consider the Merger Section 5.1 hereof (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholderswill, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetingsstockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby, or at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of GT in Section 3.13, the information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form F-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.13the "F-4") shall not will, at the time the Registration Statement is declared F-4 becomes effective by under the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in ; and (ii) the joint proxy statement/prospectus to be sent filed with the SEC by Company pursuant to Section 5.1 hereof (the "JOINT PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the shareholders stockholders of Company, at the times of the stockholders meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of the shareholders of the Company to consider the Merger Parent (the "Company ShareholdersPARENT STOCKHOLDERS' MeetingMEETING") and to the shareholders of GT in connection with the meeting Share Issuance and as of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings, or at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform GT and Merger Sub. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by GT Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusforegoing documents.