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

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar for inclusion in the Registration 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made 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 Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar or any of its Affiliates, officers or directors should be discovered by Finisar which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optium.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Thoratec for inclusion or incorporation by reference in the Registration Statement shall not as it relates to Thoratec, the Thoratec Subsidiaries or Merger Sub, at the time the Registration Statement is declared effective by the SEC SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information to be supplied by Thoratec for inclusion in the Registration Joint Proxy Statement/Prospectus, at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the TCA Special Meeting and the Thoratec Special Meeting, and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made 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 Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time Time, any event relating with respect to Finisar Thoratec or any of its Affiliates, officers or directors should be discovered by Finisar Thoratec Subsidiary (including Merger Sub) shall occur which is required to be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Finisar such event shall be so described, and an amendment or supplement shall be promptly inform Optiumfiled with the SEC and, as required by law, disseminated to the shareholders of TCA, Thoratec or both, as appropriate.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar ValueVision or its Subsidiaries or about ValueVision or its Subsidiaries by ValueVision's agents for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement 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 in the Registration Statement or necessary in order to make 20 the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by ValueVision or to be supplied by Finisar its Subsidiaries for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of National Media and ValueVision in connection with the meeting of ValueVision' stockholders (the "ValueVision Stockholders' Meeting") and the meeting of National Media's stockholders (the "National Media Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement Statement/Prospectus") shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Finisar ValueVision or OptiumNational Media, at the time of the Finisar Stockholders' Meeting, at the time of the Optium ValueVision Stockholders' Meeting or and the National Media Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement Statement/Prospectus 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 Finisar ValueVision Stockholders' Meeting or the Optium National Media Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar ValueVision or any of its Affiliates, officers or directors should be discovered by Finisar ValueVision which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Finisar ValueVision shall promptly inform OptiumNational Media.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Visionics for inclusion or incorporation by reference in the Registration Statement shall not on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Visionics, at the time the Registration Statement is declared effective by the SEC SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information supplied by Visionics for inclusion in the Registration joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made 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 Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to Finisar Visionics or any of its Affiliates, officers or directors should be discovered by Finisar the Visionics Subsidiaries shall occur which is required to be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Finisar such event shall be so described, and an amendment or supplement shall be promptly inform Optiumfiled with the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of Identix.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Company for inclusion in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not not, at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied or to be supplied by Finisar Company for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement Statement/Prospectus") to be sent to the stockholders of Company in connection with the special meeting of Company stockholders to consider this Agreement (the "Company Stockholders Meeting") and to the stockholders of Parent in connection with the special meeting of Parent stockholders to consider the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholders Meeting") shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Finisar Parent and Company, or Optium, at the time of the Finisar Stockholders' Company Stockholders Meeting, or at the time of the Optium Stockholders' Parent Stockholders Meeting or at the Effective Time, (if one is held) contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement made by Company in any earlier communication by Company with respect to the solicitation of proxies for the Finisar Stockholders' Meeting or the Optium Stockholders' Company Stockholders Meeting which has become false or misleading. If at Notwithstanding the foregoing, Company makes no representation or warranty with respect to any time prior information supplied or to the Effective Time any event relating to Finisar be supplied by Parent or Merger Sub which is or will be contained in any of its Affiliates, officers or directors should be discovered by Finisar which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optiumforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Identix for inclusion or incorporation by reference in the Registration Statement shall not as it relates to Identix, at the time the Registration Statement is declared effective by the SEC SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information supplied by Identix for inclusion in the Registration Joint Proxy Statement/Prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting, at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made 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 Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to Finisar Identix or any of its Affiliates, officers or directors should be discovered by Finisar the Identix Subsidiaries shall occur which is required to be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Finisar such event shall be so described, and an amendment or supplement shall be promptly inform Optiumfiled with the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of Identix.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar TCA in writing for inclusion or incorporation by reference in the Registration Statement shall not on Form S-4 registering the Thoratec Common Stock to be issued in the Merger (the "Registration Statement") as it relates to TCA, at the time the Registration Statement is declared effective by the SEC SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information to be supplied by TCA in writing for inclusion in the Registration joint proxy statement/prospectus to be sent to the stockholders of TCA in connection with the TCA Special Meeting and to the shareholders of Thoratec in connection with the Thoratec Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to as the "Joint Proxy Statement/Prospectus"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the TCA Special Meeting and the Thoratec Special Meeting, and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall notIf, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made 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 Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time Time, any event relating with respect to Finisar TCA or any of its Affiliates, officers or directors should be discovered by Finisar Subsidiaries shall occur which is required to be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Finisar such event shall be so described, and an amendment or supplement shall be promptly inform Optiumfiled with the SEC and, as required by law, disseminated to the stockholders of TCA, Thoratec or both, as appropriate.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar the Company for inclusion or incorporation by reference in the Registration Statement shall not on Form S-4 registering the Buyer Common Stock to be issued in the Merger (the “Registration Statement”) as it relates to the Company and Company Subsidiaries, at the time the Registration Statement is declared effective by the SEC SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information supplied by the Company for inclusion in the Registration joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the Company Special Meeting (such joint proxy statement/prospectus, as amended and supplemented is referred to in this Agreement as the “Joint Proxy Statement/Prospectus”), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Company Special Meeting, the Buyer Special Meeting and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made 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 Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to Finisar the Company or any of its Affiliates, officers or directors should be discovered by Finisar Company Subsidiary shall occur which is required to be set forth described in the Joint Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company and the shareholders of Buyer. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Buyer which is contained in the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optium/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar the Company for inclusion or incorporation by reference in the Registration Statement shall not on Form S-4 registering the Buyer Common Stock to be issued in the Merger (the "Registration Statement") as it relates to the Company and Company Subsidiaries, at the time the Registration Statement is declared effective by the SEC SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information supplied by the Company for inclusion in the Registration joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the Company Special Meeting (such joint proxy statement/prospectus, as amended and supplemented is referred to in this Agreement as the "Joint Proxy Statement/Prospectus"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Company Special Meeting, the Buyer Special Meeting and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made 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 Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to Finisar the Company or any of its Affiliates, officers or directors should be discovered by Finisar Company Subsidiary shall occur which is required to be set forth described in the Joint Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company and the shareholders of Buyer. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Buyer which is contained in the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optium/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Seller for inclusion or incorporation by reference in the Registration Statement shall not on Form S-4 registering the Buyer Common Stock to be issued in the Merger (the “Registration Statement”) as it relates to Seller, at the time the Registration Statement is declared effective by the SEC SEC, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information supplied by Seller for inclusion in the Registration proxy statement/prospectus to be sent to the shareholders of Seller in connection with the Seller Special Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to herein as the “Proxy Statement/Prospectus”), at the date the Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Seller Special Meeting and at the Effective Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made 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 Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to Finisar Seller or any of its Affiliates, officers or directors should be discovered by Finisar the Seller Subsidiaries shall occur which is required to be set forth described in the Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optiumshareholders of Seller.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be regarding ANI and the ANI Subsidiaries supplied by Finisar ANI for inclusion in the Registration Statement shall not (and any amendment or supplement thereto), at the time the Registration Statement (and any amendment or supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the SEC Securities and Exchange Commission (the “SEC”) and at the Effective Time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied or to be regarding ANI and the ANI Subsidiaries supplied by Finisar ANI for inclusion in the joint proxy statement/prospectus to be sent to (a) the Company’s stockholders in connection with the solicitation of proxies in favor of the approval of the issuance of shares of Company Common Stock pursuant to this Agreement (and any amendment or supplement thereto) and (b) ANI’s stockholders in connection with the solicitation of proxies in favor of the adoption of this Agreement and the approval of the transactions contemplated by this Agreement, including the Merger (the “Joint Proxy Statement shall notStatement/Prospectus”), on in each case, at the date the Joint Proxy Statement Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the Company and ANI stockholders of Finisar or Optium, and at the time of the Finisar Stockholders' MeetingCompany Special Meeting and the ANI Special Meeting (or any adjournment or postponement thereof), at the time of the Optium Stockholders' Meeting or at the Effective Time, will not 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 was they were made, is false not misleading. The representations and warranties contained in this Section 3.20 will not apply to statements or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made omissions included in the Joint Proxy Statement not false Statement/Prospectus (and, in each case, any amendment or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to supplement thereto) based upon information regarding the solicitation of proxies for the Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar Company or any of its Affiliatesthe Company Subsidiary supplied by the Company for use therein. Subject to Section 5.3(d), officers or directors should be discovered by Finisar which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optium/Prospectus will include the ANI Board Recommendation.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar N2K for inclusion or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of NewCo Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by N2K for inclusion or incorporation by reference in the joint proxy statement/prospectus to be supplied by Finisar for inclusion sent to the stockholders of CDnow and N2K in connection with the meeting of N2K's stockholders (the "N2K Stockholders' Meeting") and the meeting of CDnow's stockholders (the "CDnow Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement Statement/Prospectus") shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Finisar N2K or OptiumCDnow, at the time of the Finisar Stockholders' Meeting, at the time of the Optium N2K Stockholders' Meeting or and the CDnow Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement Statement/Prospectus 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 Finisar N2K Stockholders' Meeting or the Optium CDnow Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar or any of its Affiliates, officers or directors should be discovered by Finisar which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optium.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Seller for inclusion or incorporation by reference in the Registration Statement shall not on Form S-4 registering the Buyer Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Seller, at the time the Registration Statement is declared effective by the SEC SEC, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information supplied by Seller for inclusion in the Registration proxy statement/prospectus to be sent to the shareholders of Seller in connection with the Seller Special Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to herein as the "PROXY STATEMENT/PROSPECTUS"), at the date the Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Seller Special Meeting and at the Effective Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made 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 Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to Finisar Seller or any of its Affiliates, officers or directors should be discovered by Finisar the Seller Subsidiaries shall occur which is required to be set forth described in the Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optiumshareholders of Seller.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Finisar Company for inclusion in (i) the Registration Statement shall not (as defined in Section 2.5(b)) will at the time it becomes effective under the Registration Statement is declared effective by the SEC Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement 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 Registration 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 referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, (a) on the date the Joint Proxy Statement/Prospectus is first mailed to Company's shareholders and Parent's stockholders, (b) at the time of the Company Shareholders' Meeting or the Parent Stockholders' 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 light of the circumstances under which they were are made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made 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 Finisar StockholdersCompany Shareholders' Meeting or the Optium 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 Securities Act and Exchange Act, and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to Finisar Company or any of its Affiliatesaffiliates, officers or directors should be discovered by Finisar Company which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Finisar Company shall promptly inform OptiumParent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub that is contained in any of the foregoing documents.