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 the Company in Section 2.28, the registration statement (the "Registration Statement") pursuant to which the Parent Common Stock to be issued in the Merger will be registered with the SEC 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 Parent in writing specifically for inclusion in 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 stockholders, at the time of the 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, 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 Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent or any of its Subsidiaries or any of their respective officers, directors, stockholders or Affiliates should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any Company Information 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 the Company in Section 2.28, the registration statement (the "Registration Statement") pursuant to which the Parent Common Stock The information to be issued supplied by National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Merger will be registered with the SEC 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 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 to be supplied by Parent in writing specifically National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersstockholders of National Media or ValueVision, at the time of the Stockholders Meetings, or National Media Stockholders' Meeting and the ValueVision 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 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 light of the circumstances under which they are made, Joint Proxy 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 Stockholders Meetings National Media Stockholders' Meeting or the ValueVision Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent National Media or any of its Subsidiaries Affiliates, officers or any of their respective officers, directors, stockholders or Affiliates directors should be discovered by Parent National Media which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent National Media shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/ProspectusValueVision.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to be supplied by TCA in writing for inclusion or incorporation by reference in the accuracy of Registration Statement on Form S-4 registering the representations of the Company in Section 2.28, the registration statement (the "Registration Statement") pursuant to which the Parent Thoratec Common Stock to be issued in the Merger will be registered with (the SEC shall not "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 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 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 the light of the circumstances under which they were made, not misleading. The information supplied by Parent in writing specifically for inclusion in the Joint Proxy Statement/Prospectus will notIf, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the 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, 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 Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time Time, any event relating with respect to Parent TCA or any of its Subsidiaries or any of their respective officers, directors, stockholders or Affiliates should shall occur which is required to be discovered by Parent which should be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent such event shall be so described, and an amendment or supplement shall be promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects filed with the requirements SEC and, as required by law, disseminated to the stockholders of the Securities Act and the Exchange Act. Notwithstanding the foregoingTCA, Parent makes no representation Thoratec or warranty with respect to any Company Information which is contained or incorporated by reference inboth, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectusas appropriate.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of the Company be supplied by ValueVision or its Subsidiaries or about ValueVision or its Subsidiaries by ValueVision's agents for inclusion in Section 2.28, 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") pursuant to which the Parent Common Stock to be issued in the Merger will be registered with the SEC ), 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 20 the statements thereinin the Registration Statement, in the light of the circumstances under which they were made, not misleading. The information supplied by Parent in writing specifically ValueVision or 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/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersstockholders of ValueVision or National Media, at the time of the Stockholders Meetings, or ValueVision Stockholders' Meeting 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 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 light of the circumstances under which they are made, Joint Proxy 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 Stockholders Meetings ValueVision Stockholders' Meeting or the National Media Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent ValueVision or any of its Subsidiaries Affiliates, officers or any of their respective officers, directors, stockholders or Affiliates directors should be discovered by Parent ValueVision which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent ValueVision shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/ProspectusNational Media.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information supplied or to the accuracy of the representations of the Company be supplied by Optium for inclusion in Section 2.28, the registration statement (the "Registration Statement") on Form S 4 pursuant to which the Parent shares of Finisar Common Stock to be issued issuable in the Merger will be registered with the SEC (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 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 or to be supplied by Parent in writing specifically Optium for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will ") to be sent to the stockholders of Optium in connection with the meeting of Optium's stockholders to consider this Agreement and the Merger (the "Optium Stockholders' Meeting") and in connection with the meeting of Finisar's stockholders to consider the issuance of shares of Finisar Common Stock pursuant to the Merger (the "Finisar Stockholders' Meeting") shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Optium or Finisar, at the time of the Stockholders MeetingsOptium Stockholders' Meeting, at the time of the Finisar Stockholders' Meeting or 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, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, 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 Stockholders Meetings Optium Stockholders' Meeting or the Finisar Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent Optium or any of its Subsidiaries Affiliates, officers or any of their respective officers, directors, stockholders or Affiliates directors should be discovered by Parent Optium which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent Optium shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/ProspectusFinisar.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of the Company in Section 2.28, the registration statement (the "Registration Statement") pursuant to which the Parent Common Stock to be issued The information supplied by Kana for inclusion in the Merger will be registered with the SEC Registration Statement 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 with they were made, not misleading. The information supplied by Parent in writing specifically Kana for inclusion in the Joint Proxy Statement/Prospectus will to be sent to the stockholders of Silknet in connection with the Silknet Stockholders Meeting and to the stockholders of Kana in connection with the Kana Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersstockholders of Kana and Silknet, at the time of the Silknet Stockholders MeetingsMeeting, at the time of the Kana Stockholders Meeting or 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, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement/Prospectus 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 Kana Stockholders Meetings Meeting or the Silknet Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent Kana or any of its Subsidiaries or any of their respective officers, directors, stockholders or Affiliates affiliates should be discovered by Parent Kana which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent Kana shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/ProspectusSilknet.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of the Company in Section 2.28, the registration statement (the "Registration Statement") pursuant to which the Parent Common Stock to be issued The -------------------------------------------------------- information supplied by LRC for inclusion in the Merger will be registered with the SEC Registration Statement shall not at the time the Registration Statement (including any amendments or supplements thereto) 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 Parent in writing specifically LRC for inclusion in the Joint Proxy Statement/Prospectus will Statement to be sent to the stockholders of LRC and stockholders of OSI in connection with the LRC Stockholders Meeting and the OSI Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersthe stockholders of OSI and LRC, at the time of the LRC Stockholders MeetingsMeeting or the OSI Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 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 LRC Stockholders Meetings Meeting or the OSI Stockholder Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to Parent or any of its Subsidiaries or any of their respective officers, directors, stockholders or Affiliates information should be discovered by Parent LRC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent LRC shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange ActOSI. Notwithstanding the foregoing, Parent LRC makes no representation representation, warranty or warranty covenant with respect to any Company Information information supplied by OSI 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 the Company The information supplied by Silknet for inclusion in Section 2.28, the registration statement (the "Registration Statement") of Kana on Form S-4 pursuant to which the Parent shares of Kana Common Stock to be issued in the Merger will be registered with the SEC (the "Registration ------------ Statement") 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 with they were made, not misleading. The information supplied by Parent in writing specifically Silknet for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will Prospectus") to be sent to the -------------------------------- stockholders of Silknet in connection with the special meeting of Silknet stockholders to consider this Agreement and the Merger (the "Silknet ------- Stockholders Meeting") and to the stockholders of Kana in connection with the -------------------- special meeting of Kana stockholders to consider the issuance of Kana Common Stock in connection with the Merger (the "Kana Stockholders Meeting") shall not, ------------------------- on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersstockholders of Kana and Silknet, at the time of the Silknet Stockholders MeetingsMeeting, at the time of the Kana Stockholders Meeting or 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, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement/Prospectus 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 Kana Stockholders Meetings Meeting or the Silknet Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent Silknet or any of its Subsidiaries or any of their respective officers, directors, stockholders or Affiliates affiliates should be discovered by Parent Silknet which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent Silknet shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/ProspectusKana.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of the Company be supplied by Cross for inclusion in Section 2.28, the registration statement (the "Registration Statement") on Form S-4 pursuant to which the Parent shares of Interpore Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (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 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 Parent in writing specifically Cross for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Interpore and Cross in connection with the meeting of Cross's stockholders (the "Cross Stockholders' Meeting") and the meeting of Interpore's stockholders (the "Interpore Stockholders' Meeting") to consider this Agreement and the Merger (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersstockholders of Cross or Interpore, at the time of the Stockholders Meetings, or Cross Stockholders' Meeting and the Interpore 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 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 light of the circumstances under which they are made, Joint Proxy 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 Stockholders Meetings Cross Stockholders' Meeting or the Interpore Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent Cross or any of its Subsidiaries Affiliates, officers or any of their respective officers, directors, stockholders or Affiliates directors should be discovered by Parent Cross which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent Cross shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/ProspectusInterpore.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of the Company The information supplied by Silknet for inclusion in Section 2.28, the registration statement (the "Registration Statement") of Kana on Form S-4 pursuant to which the Parent shares of Kana Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement") 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 with they were made, not misleading. The information supplied by Parent in writing specifically Silknet for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will Prospectus") to be sent to the stockholders of Silknet in connection with the special meeting of Silknet stockholders to consider this Agreement and the Merger (the "Silknet Stockholders Meeting") and to the stockholders of Kana in connection with the special meeting of Kana stockholders to consider the issuance of Kana Common Stock in connection with the Merger (the "Kana Stockholders Meeting") shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersstockholders of Kana and Silknet, at the time of the Silknet Stockholders MeetingsMeeting, at the time of the Kana Stockholders Meeting or 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, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement/Prospectus 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 Kana Stockholders Meetings Meeting or the Silknet Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent Silknet or any of its Subsidiaries or any of their respective officers, directors, stockholders or Affiliates affiliates should be discovered by Parent Silknet which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent Silknet shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/ProspectusKana.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of the Company in Section 2.28, the registration statement (the "Registration Statement") pursuant to which the Parent Common Stock The information to be issued supplied by National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Merger will be registered with the SEC 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 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 to be supplied by Parent in writing specifically National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersstockholders of National Media or ValueVision, at the time of the Stockholders Meetings, or National Media Stockholders' Meeting and the ValueVision 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 madeA-24 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇e, 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 light of the circumstances under which they are made, Joint Proxy 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 Stockholders Meetings National Media Stockholders' Meeting or the ValueVision Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent National Media or any of its Subsidiaries Affiliates, officers or any of their respective officers, directors, stockholders or Affiliates directors should be discovered by Parent National Media which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent National Media shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/ProspectusValueVision.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information supplied by DARA or required to be supplied by DARA (except to the accuracy of extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the representations of the Company in Section 2.28, the registration statement (the "Registration Statement") pursuant to which the Parent Common Stock to be issued in the Merger will be registered with the SEC , or any amendment or supplement thereto, shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC, is amended or supplemented or 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, not misleading. The information supplied by Parent in writing specifically DARA or required to be supplied by DARA (except to the extent revised or superseded by amendments or supplements) for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to Point’s stockholders and DARA’s stockholders, at the time of the Point Stockholders MeetingsMeeting and the DARA Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 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 by or on behalf of Point for the Point Stockholders Meetings Meeting or by or on behalf of DARA for the DARA Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent or any of its Subsidiaries or any of their respective officers, directors, stockholders or Affiliates should be discovered by Parent which should be set forth in an amendment to the The Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform the Company. The and Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder. Notwithstanding the foregoing, Parent DARA makes no representation representation, warranty or warranty covenant with respect to any Company Information information supplied or required to be supplied solely by Point or Merger Sub which is contained in 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 The information to the accuracy of the representations of the Company be supplied by ValueVision or its Subsidiaries or about ValueVision or its Subsidiaries by ValueVision's agents for inclusion in Section 2.28, 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") pursuant to which the Parent Common Stock to be issued in the Merger will be registered with the SEC ), 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 thereinin the Registration Statement, in the light of the circumstances under which they were made, not misleading. The information supplied by Parent in writing specifically ValueVision or its Subsidiaries for inclusion in the A-15 23 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/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersstockholders of ValueVision or National Media, at the time of the Stockholders Meetings, or ValueVision Stockholders' Meeting 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 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 light of the circumstances under which they are made, Joint Proxy 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 Stockholders Meetings ValueVision Stockholders' Meeting or the National Media Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent ValueVision or any of its Subsidiaries Affiliates, officers or any of their respective officers, directors, stockholders or Affiliates directors should be discovered by Parent ValueVision which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent ValueVision shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/ProspectusNational Media.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of the Company in Section 2.28, the registration statement (the "Registration Statement") pursuant to which the Parent Common Stock The information to be issued supplied by Predix for inclusion in the Merger will be registered with the SEC Registration Statement 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 made, therein not misleading. The information to be supplied by Parent in writing specifically Predix for inclusion in the joint proxy statement/ prospectus to be sent to the stockholders of Predix and EPIX in connection with the meeting of Predix’s stockholders to consider the approval of this Agreement and the Merger (the “Predix Stockholders’ Meeting”) and in connection with the meeting of EPIX’s stockholders to consider the approval of this Agreement, the Merger and the issuance of shares of EPIX Common Stock pursuant to the terms of the Merger (the “EPIX Stockholders’ Meeting”) (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 EPIX’s stockholders, and Table of Contents at the time of the Stockholders Meetings, or at the Effective TimeEPIX Stockholders’ Meeting, 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, 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 Stockholders Meetings EPIX Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time Time, any event relating to Parent or any of Predix, its Subsidiaries subsidiaries or any of their respective officersaffiliates, directors, stockholders officers or Affiliates directors should be discovered by Parent Predix or its subsidiaries which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent Predix shall promptly inform the CompanyEPIX of such event. The Joint Proxy Statement/Prospectus shall Statement will comply as to form in all material respects with the requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations thereunder. Notwithstanding the foregoing, Parent Predix makes no representation or warranty with respect to any Company Information information supplied by EPIX 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 The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 2.28, the registration statement (the "Registration Statement"3.12) pursuant to which the Parent Common Stock to be issued in the Merger will be registered with the SEC shall not at the time the Registration Statement (including any amendments and supplements thereto) 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, 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 stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") and to be sent to the stockholders of Parent in writing specifically for inclusion in connection with the Joint Proxy Statementmeeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS MEETINGS") (such joint proxy statement/Prospectus 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 stockholders, at the time of the 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, in light of the circumstances under which they are 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 Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent the Company or any of its Subsidiaries respective affiliates, officers or any of their respective officers, directors, stockholders or Affiliates directors should be discovered by Parent the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent the Company shall promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act Parent and the Exchange ActMerger Sub. Notwithstanding the foregoing, Parent the Company makes no representation or warranty with respect to any Company Information information supplied by 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. (a) Subject to the accuracy of the representations of Parent and Merger Sub in Section 3.13: (i) the information supplied by the Company in Section 2.28, the registration statement (the "Registration Statement") pursuant to which the Parent Common Stock to be issued for inclusion in the Merger will be registered with the SEC 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. The ; and (ii) the information supplied by the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting and to the stockholders of Parent in writing specifically for inclusion in connection with the Parent Stockholders Meeting (the Company Stockholders Meeting and the Parent Stockholders Meeting together being referred to as the "Stockholders Meetings"; and 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 stockholders, stockholders or at the time respective times of the 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, in light of the circumstances under which they are made, therein not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier written communication to stockholders with respect to the solicitation of proxies for the Stockholders Meetings which has become false or misleading. . (b) If at any time prior to the Effective Time respective vote of stockholders at the Stockholders Meetings, any event relating to Parent the Company or any of its Subsidiaries respective affiliates, officers or any of their respective officers, directors, stockholders or Affiliates should be directors is discovered by Parent 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, Parent the Company shall promptly inform the Company. Parent and Merger Sub. (c) The Joint Proxy Statement/Prospectus (to the extent it relates to information supplied by the Company for inclusion or incorporation by reference) shall comply in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. . (d) Notwithstanding the foregoing, Parent the Company makes no representation or warranty with respect to any Company Information which information supplied by Parent or Merger Sub or any third party that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.