Common use of Registration Statement; Proxy Statement Clause in Contracts

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 (such registration statement as it may be amended or supplemented and including any such amendments or supplements, the “Registration Statement”) to be filed with the SEC by Parent in connection with the Share Issuance under the Securities Act, including the proxy statement that will be included therein and the form of proxy relating to the Company Stockholders Meeting (as it may be amended, supplemented or modified and including any such amendments or supplements, the “Proxy Statement”), at the time the Registration Statement becomes effective or, in the case of the Proxy Statement, at the date of mailing and at the date of the Company Stockholders Meeting, will 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 are made, not misleading. Each of the Registration Statement and Proxy Statement, except for such portions thereof that relate only to Parent and its Subsidiaries, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.17, no representation or warranty is made by the Company with respect to information incorporated by reference in the Registration Statement or the Proxy Statement which were not supplied by or on behalf of the Company.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied provided in writing by the Company Purchaser for inclusion or incorporation by reference in the registration statement on Form S-4 (such registration statement as it may be amended amended, supplemented or supplemented and including any such amendments or supplementsmodified, the “"Registration Statement”") to be filed with the SEC Commission by Parent in connection with the Share Issuance Purchaser under the Securities Act, including the proxy statement that will be included therein and the form of proxy prospectus relating to Purchaser Common Shares to be issued in the Company Stockholders Meeting Merger (as it may be amended, supplemented or modified and including any such amendments or supplementsmodified, the “"Prospectus") and the proxy statement and form of proxies relating to the vote of Target Stockholders with respect to the Merger (as amended, supplemented or modified, the "Proxy Statement”"), at the time the Registration Statement becomes effective or, in the case of the Proxy Statement, at the date of mailing and at the date of the Company Target Stockholders MeetingMeeting (as defined in Section 5.3(a)) to consider the Merger and the transactions contemplated thereby, will 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 are made, not misleading. Each of the The Registration Statement and Proxy Statement, except for such portions thereof that relate only to Parent and its SubsidiariesTarget, will each comply as to form in all material respects with the requirements provisions of the Exchange Securities Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.17, no representation or warranty is made by the Company with respect to information incorporated by reference in the Registration Statement or the Proxy Statement which were not supplied by or on behalf of the CompanyExchange Act.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied provided by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 (such registration statement as it may be amended amended, supplemented or supplemented and including any such amendments or supplementsmodified, the “Registration Statement”) to be filed with the SEC Commission by Parent in connection with the Share Issuance under the Securities Act, including the prospectus relating to the shares of Parent Class A Common Stock to be issued in the Mergers (as amended, supplemented or modified, the “Prospectus”) and the proxy statement that will be included therein and the form of proxy relating to the vote of the shareholders of the Company Stockholders Meeting with respect to the Mergers (as it may be amended, supplemented or modified and including any such amendments or supplementsmodified, the “Proxy Statement”), at the time the Registration Statement becomes effective or, in the case of the Proxy Statement, at the date of mailing and at the date of the Company Stockholders Shareholders Meeting, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of the Proxy Statement, in light of the circumstances under which they are were made), not misleading. Each of the Registration Statement and The Proxy Statement, except for such portions portion thereof that relate only relates to Parent and its Subsidiariessubsidiaries (as to which no representations or warranties are made), will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.17, no representation or warranty is made by the Company with respect to information incorporated by reference in the Registration Statement or the Proxy Statement which were not supplied by or on behalf of the CompanyAct.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company any Parent Party for inclusion or incorporation by reference in the registration statement on Form S-4 (such registration statement as it may be amended or supplemented and including any such amendments or supplements, the “Registration Statement”) to be filed with the SEC Commission by Parent in connection with the Share Issuance under the Securities Act, including the prospectus relating to the Parent Common Units to be delivered pursuant to this Agreement (as it may be amended or supplemented and including any such amendments or supplements, the “Prospectus”) and the proxy statement that will be included therein and the form of proxy relating to the Company Stockholders Shareholder Meeting (as it may be amended, supplemented or modified and including any such amendments or supplements, the “Proxy Statement”), at the time the Registration Statement becomes effective or, in the case of the Proxy Statement, at the date of mailing and at the date of the Company Stockholders Shareholder Meeting, will contain any untrue statement of a material fact or omit to state any a 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 are were made, not misleading. Each of the The Registration Statement and Proxy Statement, except for such portions thereof that relate only to Parent the Company and its Subsidiariessubsidiaries, will comply as to form in all material respects with the requirements provisions of the Exchange Securities Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.17, no representation or warranty is made by the Company with respect to information incorporated by reference in the Registration Statement or the Proxy Statement which were not supplied by or on behalf of the CompanyExchange Act.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied provided by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 (such registration statement as it may be amended amended, supplemented or supplemented and including any such amendments or supplementsmodified, the “"Registration Statement”") to be filed with the SEC Commission by Parent in connection with the Share Issuance under the Securities Act, including the prospectus relating to the shares of Parent Class A Common Stock to be issued in the Mergers (as amended, supplemented or modified, the "Prospectus") and the proxy statement that will be included therein and the form of proxy relating to the vote of the shareholders of the Company Stockholders Meeting with respect to the Mergers (as it may be amended, supplemented or modified and including any such amendments or supplementsmodified, the “"Proxy Statement”"), at the time the Registration Statement becomes effective or, in the case of the Proxy Statement, at the date of mailing and at the date of the Company Stockholders Shareholders Meeting, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of the Proxy Statement, in light of the circumstances under which they are were made), not misleading. Each of the Registration Statement and The Proxy Statement, except for such portions portion thereof that relate only relates to Parent and its Subsidiariessubsidiaries (as to which no representations or warranties are made), will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.17, no representation or warranty is made by the Company with respect to information incorporated by reference in the Registration Statement or the Proxy Statement which were not supplied by or on behalf of the CompanyAct.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the The registration statement on Form S-4 (such registration statement as it may be amended or supplemented and including any such amendments or supplements, the “AVANT Registration Statement”) and the proxy statement/prospectus to be contained therein (the “Prospectus”) relating to the Merger and the other transactions contemplated hereby, to be filed by AVANT with the SEC by Parent in connection with seeking the Share Issuance under adoption of this Agreement by the Securities Act, including the proxy statement that stockholders of AVANT will be included therein and the form of proxy relating to the Company Stockholders Meeting (as it may be amended, supplemented or modified and including any such amendments or supplements, the “Proxy Statement”)not, at the time it is filed with the Registration Statement becomes effective SEC, or, in with regards to the case of the Proxy StatementProspectus, at the date time it is first mailed to the stockholders of mailing and AVANT or at the date time of the Company Stockholders AVANT Stockholder Meeting, will 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 are made, not misleading. Each of AVANT will cause the AVANT Registration Statement and Proxy Statement, except for such portions thereof that relate only the Prospectus and all related SEC filings to Parent and its Subsidiaries, will comply as to form in all material respects with the requirements of the Exchange Act and applicable thereto as of the rules and regulations thereunderdate of such filing. Notwithstanding the foregoing provisions of this Section 3.17, no No representation or warranty is made by the Company AVANT with respect to information incorporated by reference statements made in the AVANT Registration Statement or the Proxy Statement which were not supplied Prospectus based on information supplied, or required to be supplied, by Celldex specifically for inclusion or on behalf of the Companyincorporation by reference therein.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 (such registration statement as it may be amended or supplemented and including any such amendments or supplements, the “Registration Statement”) to be filed with the SEC by Parent in connection with the Share Issuance under the Securities Act, including the proxy statement that will be included therein as a prospectus thereto and the form of proxy relating to the Company Stockholders Stockholders’ Meeting (as it may be amended, supplemented or modified and including any such amendments or supplements, the “Proxy Statement”), at the time the Registration Statement becomes effective or, in the case of the Proxy Statement, at the date of mailing and at the date of the Company Stockholders Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state any a 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 are were made, not misleading. Each of the Registration Statement and The Proxy Statement, except for such portions thereof that relate only to Parent and its Subsidiaries, will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.17, no representation or warranty is made by the Company with respect to information incorporated by reference in the Registration Statement or the Proxy Statement which were not supplied by or on behalf of the CompanyAct.