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

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Newco for inclusion in the Registration Statement (or such other successor form as shall be appropriate) 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 light of the circumstances under which they were made, not misleading. The information supplied by Newco for inclusion in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to either of Omega's or Online's shareholders, at the times of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were 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 Online Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by Newco which should be set forth in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/ Prospectus, Newco will promptly inform Omega and Online of such event or information. Notwithstanding the foregoing, neither Newco nor Merger Subs makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Online or any of its affiliates which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Newco Acquirer for inclusion in the Registration Statement (or such other successor form as shall be appropriate) 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 in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Newco Acquirer for inclusion in the Joint Proxy Statement/Prospectus Statement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to either stockholders of Omega's or Online's shareholdersTarget, at the times time of the Shareholders Meetings and at the Effective TimeTarget Stockholder's Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omits omit to state any material fact necessary in order to make the statements therein, made in light of the circumstances under which they were made, 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 Online Shareholders Meetings Target Stockholders' Meeting which has become materially false or misleading. If at any time prior to the Effective Time Stockholders' Meetings any event relating to Acquirer or information any of its Affiliates, officers or directors should be discovered by Newco Acquirer which should is required to be set forth in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/ ProspectusStatement, Newco will Acquirer shall promptly inform Omega and Online of such event or information. Notwithstanding the foregoing, neither Newco nor Merger Subs makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Online or any of its affiliates which is contained in any of the foregoing documentsTarget.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Newco ▇▇▇▇▇ for inclusion in the Registration Statement (or such other successor form as shall be appropriate) 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 in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Newco ▇▇▇▇▇ for inclusion in the Joint Proxy Statement/Prospectus Statement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to either stockholders of Omega's ▇▇▇▇▇ or Online's shareholdersOak, at the times time of the Shareholders Meetings and ▇▇▇▇▇ Stockholders’ Meeting, at the time of the Oak Stockholders’ Meeting or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omits omit to state any material fact necessary in order to make the statements therein, made in light of the circumstances under which they were 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 Online Shareholders Meetings ▇▇▇▇▇ Stockholders’ Meeting or the Oak Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to ▇▇▇▇▇ or information any of its Affiliates, officers or directors should be discovered by Newco ▇▇▇▇▇ which should is required to be set forth in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/ ProspectusStatement, Newco will ▇▇▇▇▇ shall promptly inform Omega and Online of such event or information. Notwithstanding the foregoing, neither Newco nor Merger Subs makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Online or any of its affiliates which is contained in any of the foregoing documentsOak.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Newco Online for inclusion in the Registration Statement (or such other successor form as shall be appropriate) 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 light of the circumstances under which they were made, not misleading. The information supplied by Newco Online for inclusion in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to either the shareholders of Omega's Omega or Online's shareholders, at the times time of either of the Shareholders Meetings and or at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omits omit to state any material fact necessary in order to make the statements made 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 either of the Online Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by Newco Online which should be set forth in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/ Statement/Prospectus, Newco will Online shall promptly inform Omega and Online of such event or information. Notwithstanding the foregoing, neither Newco nor Merger Subs Online makes any no representation, warranty or covenant with respect to any information supplied by Omega, Newco or on behalf of Online or any of its affiliates the Merger Subs which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Newco CDnow for inclusion or incorporation by reference in the Registration Statement (or such other successor form as shall be appropriate) 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 in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Newco CDnow for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to either stockholders of Omega's CDnow or Online's shareholdersN2K, at the times time of the Shareholders Meetings CDnow Stockholders' Meeting and the N2K Stockholder's Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omits omit to state any material fact necessary in order to make the statements therein, made in light of the circumstances under which they were 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 Online Shareholders Meetings CDnow Stockholders' Meeting or the N2K Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by Newco which should be set forth in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/ Prospectus, Newco will promptly inform Omega and Online of such event or information. Notwithstanding the foregoing, neither Newco nor Merger Subs makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Online or any of its affiliates which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Newco for inclusion Subject to the accuracy of the representations of the Company in Section 2.13, the registration statement (the "REGISTRATION STATEMENT") pursuant to which the Parent Common Stock to be issued in the Registration Statement (or such other successor form as Merger will be registered with the SEC shall be appropriate) shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, included therein not misleading. The information supplied by Newco Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall will not, on the date the Joint Proxy Statement/Prospectus is first mailed to either of Omega's or Online's shareholdersstockholders, at the times time of the Shareholders Stockholders Meetings and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omits will omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were 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 Online Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or information any of their respective affiliates, officers or directors should be discovered by Newco Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/ Statement/Prospectus, Newco Parent or Merger Sub will promptly inform Omega and Online of such event or informationthe Company. Notwithstanding the foregoing, neither Newco nor Parent and Merger Subs makes any representation, Sub make no representation or warranty or covenant with respect to any information supplied by or on behalf of Online or any of its affiliates the Company which is contained or incorporated by reference in any of the foregoing documents.