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

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Identix for inclusion or incorporation by reference in the Registration Statement as it relates to Identix, at the time the Registration Statement is declared effective by the 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 supplied by Identix for inclusion in the 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. If at any time prior to the Effective Time any event with respect to Identix or any of the Identix Subsidiaries shall occur which is required to be 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 Visionics and the stockholders of Identix.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Identix Visionics for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to IdentixVisionics, at the time the Registration Statement is declared effective by the 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 supplied by Identix Visionics for inclusion in the Joint Proxy Statementjoint proxy statement/Prospectus 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 MeetingMeeting (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. If at any time prior to the Effective Time any event with respect to Identix Visionics or any of the Identix Visionics Subsidiaries shall occur which is required to be 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 Visionics and the stockholders of Identix.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Identix Thoratec for inclusion or incorporation by reference in the Registration Statement as it relates to IdentixThoratec, the Thoratec Subsidiaries or Merger Sub, at the time the Registration Statement is declared effective by the 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 Identix Thoratec for inclusion in the 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 MeetingProspectus, at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics TCA Special Meeting or and the Identix Thoratec Special Meeting 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. If at any time prior to the Effective Time Time, any event with respect to Identix Thoratec or any of the Identix Subsidiaries Thoratec Subsidiary (including Merger Sub) shall occur which is required to be 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 shareholders of Visionics and the stockholders of IdentixTCA, Thoratec or both, as appropriate.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Identix the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Buyer Common Stock to be issued in the Merger (the “Registration Statement”) as it relates to Identixthe Company and Company Subsidiaries, at the time the Registration Statement is declared effective by the 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 supplied by Identix the Company for inclusion in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of Visionics and stockholders of Identix the Company in connection with the Visionics Company Special Meeting (such joint proxy statement/prospectus, as amended and supplemented is referred to in connection with this Agreement as the Identix Special Meeting“Joint Proxy Statement/Prospectus”), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Company Special Meeting or Meeting, the Identix 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. If at any time prior to the Effective Time any event with respect to Identix the Company or any of the Identix Subsidiaries Company Subsidiary shall occur which is required to be 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 Visionics the Company and the stockholders shareholders of IdentixBuyer. 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 Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Identix Finisar for inclusion or incorporation by reference in the Registration Statement as it relates to Identix, shall not at the time the Registration Statement is declared effective by the SEC, shall not 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 not misleading. The information supplied by Identix for inclusion in the Joint Proxy Registration 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 with respect relating to Identix Finisar or any of the Identix Subsidiaries shall occur its Affiliates, officers or directors should be discovered by Finisar which is required to be described set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, such event Finisar 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 Visionics and the stockholders of Identixinform Optium.

Registration Statement; Joint Proxy Statement/Prospectus. (a) The information to be supplied by Identix the Company for inclusion or incorporation by reference in the Registration Statement as it relates to Identix, will not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the 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 supplied by Identix for inclusion in the 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 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 light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event with respect to Identix or any of the Identix Subsidiaries shall occur which is required . (b) The information to be described supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus, such event shall Prospectus to be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated sent to the stockholders of Visionics and the Company in connection with the meeting of the stockholders of Identixthe Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS MEETINGS"), 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 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. (c) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary which is contained in or furnished in connection with the preparation of the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Identix the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Buyer Common Stock to be issued in the Merger (the "Registration Statement") as it relates to Identixthe Company and Company Subsidiaries, at the time the Registration Statement is declared effective by the 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 supplied by Identix the Company for inclusion in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of Visionics and stockholders of Identix the Company in connection with the Visionics Company Special Meeting (such joint proxy statement/prospectus, as amended and supplemented is referred to in connection with this Agreement as the Identix Special Meeting"Joint Proxy Statement/Prospectus"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Company Special Meeting or Meeting, the Identix 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. If at any time prior to the Effective Time any event with respect to Identix the Company or any of the Identix Subsidiaries Company Subsidiary shall occur which is required to be 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 Visionics the Company and the stockholders shareholders of IdentixBuyer. 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 Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. The information regarding ANI and the ANI Subsidiaries supplied by Identix ANI for inclusion or incorporation by reference in the Registration Statement as it relates to Identix(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 Securities and Exchange Commission (the “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 supplied by Identix for inclusion in the 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 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. If The information regarding ANI and the ANI Subsidiaries supplied by 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/Prospectus”), in each case, at the date the Joint Proxy Statement/Prospectus (and any time prior amendment or supplement thereto) is first mailed to the Effective Time any event with respect to Identix Company and ANI stockholders and at the time of the Company Special Meeting and the ANI Special Meeting (or any adjournment or postponement thereof), will not contain any untrue statement of the Identix Subsidiaries shall occur which is a material fact or omit to state any material fact required to be described stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.20 will not apply to statements or omissions included in the Joint Proxy Statement/ProspectusProspectus (and, such event shall be so describedin each case, and an any amendment or supplement shall be promptly filed with thereto) based upon information regarding the SEC andCompany or any the Company Subsidiary supplied by the Company for use therein. Subject to Section 5.3(d), as required by law, disseminated to the stockholders of Visionics and Joint Proxy Statement/Prospectus will include the stockholders of IdentixANI Board Recommendation.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Identix Seller for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Buyer Common Stock to be issued in the Merger (the “Registration Statement”) as it relates to IdentixSeller, at the time the Registration Statement is declared effective by the SEC, shall 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 not misleading. The information supplied by Identix Seller for inclusion in the Joint Proxy Statementproxy statement/Prospectus prospectus to be sent to the stockholders shareholders of Visionics and stockholders of Identix Seller in connection with the Visionics Seller Special Meeting (such proxy statement/prospectus, as amended and in connection with supplemented, is referred to herein as the Identix Special Meeting“Proxy Statement/Prospectus”), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholdersshareholders, at the time of the Visionics Special Meeting or the Identix Seller Special Meeting and at the Effective Time shall 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. If at any time prior to the Effective Time any event with respect to Identix Seller or any of the Identix Seller Subsidiaries shall occur which is required to be 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 shareholders of Visionics and the stockholders of IdentixSeller.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Identix Seller for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Buyer Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to IdentixSeller, at the time the Registration Statement is declared effective by the SEC, shall 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 not misleading. The information supplied by Identix Seller for inclusion in the Joint Proxy Statementproxy statement/Prospectus prospectus to be sent to the stockholders shareholders of Visionics and stockholders of Identix Seller in connection with the Visionics Seller Special Meeting (such proxy statement/prospectus, as amended and in connection with supplemented, is referred to herein as the Identix Special Meeting"PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholdersshareholders, at the time of the Visionics Special Meeting or the Identix Seller Special Meeting and at the Effective Time shall 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. If at any time prior to the Effective Time any event with respect to Identix Seller or any of the Identix Seller Subsidiaries shall occur which is required to be 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 shareholders of Visionics and the stockholders of IdentixSeller.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Identix 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 as it relates to IdentixStatement"), shall not at the time the Registration Statement is declared effective by the SEC, shall not 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 not misleading. The information supplied by Identix for inclusion in the Joint Proxy Registration 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. If at any time prior The information supplied by N2K for inclusion or incorporation by reference in the joint proxy statement/prospectus to be 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/Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of N2K or CDnow, at the time of the N2K Stockholders' Meeting and the CDnow Stockholders' Meeting and at the Effective Time Time, contain any event statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to Identix or any of material fact, omit to state any material fact necessary in order to make the Identix Subsidiaries shall occur which is required to be described statements made in the Joint Proxy Statement/ProspectusProspectus not false or misleading, such event shall be so described, and an amendment or supplement shall be promptly filed omit to state any material fact necessary to correct any statement in any earlier communication with the SEC and, as required by law, disseminated respect to the stockholders solicitation of Visionics and proxies for the stockholders of IdentixN2K Stockholders' Meeting or the CDnow Stockholders' Meeting which has become false or misleading.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Identix Company for inclusion or incorporation by reference in (i) the Registration Statement (as it relates to Identix, defined in Section 2.5(b)) will at the time it becomes effective under the Registration Statement is declared effective by the SECSecurities Act, 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 supplied by Identix for inclusion in misleading and (ii) the Joint Proxy Statementproxy statement/Prospectus prospectus to be sent to the stockholders shareholders of Visionics Company and stockholders of Identix Parent in connection with the Visionics Special Meeting 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 Identix Special 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, at (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 Visionics Special Company Shareholders' Meeting or the Identix Special Parent Stockholders' Meeting and (c) at the Effective Time shall not 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 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 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 Securities Act and Exchange Act, and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event with respect relating to Identix Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Identix Subsidiaries shall occur which is required Registration Statement or a supplement to be described in the Joint Proxy Statement/Prospectus, such event Company shall be so describedpromptly inform Parent. Notwithstanding the foregoing, and an amendment Company makes no representation or supplement shall be promptly filed warranty with respect to any information supplied by Parent or Merger Sub that is contained in any of the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of Identixforegoing documents.