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

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Online for inclusion in the 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 light of the circumstances under which they were made, not misleading. The information supplied by 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 or Online, at the time of either of the Shareholders Meetings or at the Effective Time, contain any statement which, at such time, 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 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 either of the 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 Online which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Online shall promptly inform Omega of such event or information. Notwithstanding the foregoing, Online makes no representation, warranty or covenant with respect to any information supplied by Omega, Newco or the Merger Subs which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Online 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 Online Newco 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 Omega's or Online's shareholders, at the time of either times of the Shareholders Meetings or and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are 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 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 Online Newco which should be set forth in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Statement/ Prospectus, Online shall Newco will promptly inform Omega and Online of such event or information. Notwithstanding the foregoing, Online neither Newco nor Merger Subs makes no any representation, warranty or covenant with respect to any information supplied by Omega, Newco or the Merger Subs 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 or to be supplied by Online ▇▇▇▇▇ for inclusion in the 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 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 Online ▇▇▇▇▇ 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 the shareholders stockholders of Omega ▇▇▇▇▇ or OnlineOak, at the time of either the ▇▇▇▇▇ Stockholders’ Meeting, at the time of the Shareholders Meetings 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 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 either of the 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 Online ▇▇▇▇▇ which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Online ▇▇▇▇▇ shall promptly inform Omega of such event or information. Notwithstanding the foregoing, Online makes no representation, warranty or covenant with respect to any information supplied by Omega, Newco or the Merger Subs which is contained in any of the foregoing documentsOak.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Online Acquirer for inclusion in the 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 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 Online 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 the shareholders stockholders of Omega or OnlineTarget, at the time of either of the Shareholders Meetings or 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 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, 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 either of the 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 Online Acquirer which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Online Acquirer shall promptly inform Omega of such event or information. Notwithstanding the foregoing, Online makes no representation, warranty or covenant with respect to any information supplied by Omega, Newco or the Merger Subs which is contained in any of the foregoing documentsTarget.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Online 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 Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, included therein not misleading. The information supplied by Online 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 the shareholders of Omega or Onlinestockholders, at the time of either of the Shareholders Stockholders Meetings or 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 will 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 either of the 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 Online Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Online shall Parent or Merger Sub will promptly inform Omega of such event or informationthe Company. Notwithstanding the foregoing, Online makes Parent and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied by Omega, Newco or the Merger Subs Company which is contained or incorporated by reference in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Online CDnow for inclusion or incorporation by reference in the 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 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 Online 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 the shareholders stockholders of Omega CDnow or OnlineN2K, at the time of either of the Shareholders Meetings or 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 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 either of the 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 Online which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Online shall promptly inform Omega of such event or information. Notwithstanding the foregoing, Online makes no representation, warranty or covenant with respect to any information supplied by Omega, Newco or the Merger Subs which is contained in any of the foregoing documents.