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

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Rio or its Subsidiaries to be included or incorporated by reference in the joint proxy statement/prospectus to be sent to the stockholders of Harrah's and Rio in connection with the meeting of Rio's stockholders (the "RIO STXXXXXXXXRS' MEETING") and the meeting of Harrah's stockholders (the "HARRAH'S STOCKHOLDERS' MEETING") to consider the Agreexxxx xxx the Merger (the "JXXXX XXXXY STATEMENT/PROSPECTUS") or any amendment thereof or supplement thereto, will, on the date it became effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement, at the time of Rio Stockholders' Meeting and the Harrah's Stockholders' Meeting and at the Effective Time, contain any untrue statexxxx xx 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 are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; PROVIDED, HOWEVER, that Rio makes no representation with respect to any information supplied or to be supplied by Harrah's or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus or anx xxxxxment thereof or supplement thereto. None of the information supplied by Rio or its Subsidiaries to be included or incorporated by reference from Rio SEC filings in the registration statement on Form S-4 pursuant to which shares of Harrah's Common Stock issued in the Merger will be registered under the Securitiex Xxx (xhe "REGISTRATION STATEMENT"), of which the Joint Proxy Statement/Prospectus will form a part, will, 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 light of the circumstances under which they are made, not misleading.

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Rio Harrah's or its Subsidiaries Merger Sub to be included or incorporated by reference in the joint proxy statementXxxxx Proxy Statement/prospectus to be sent to the stockholders of Harrah's and Rio in connection with the meeting of Rio's stockholders (the "RIO STXXXXXXXXRS' MEETING") and the meeting of Harrah's stockholders (the "HARRAH'S STOCKHOLDERS' MEETING") to consider the Agreexxxx xxx the Merger (the "JXXXX XXXXY STATEMENT/PROSPECTUS") Prospectus or any amendment thereof or supplement thereto, will, on the date it became effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplementsupplement thereto to the stockholders of Harrah's or Rio, at the time of Rio Stockholders' Meeting and the Harrah's Stockholders' Meeting and the Rio Xxxxxxxlders' Meeting and at the Effective TimeEffexxxxx Xxme, contain any untrue statexxxx xx statement of a material fact 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 are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; PROVIDED, HOWEVER, that Rio Harrah's makes no representation with respect to any information supplied or to be supplied xxxxxxxd by Harrah's or Merger Sub Rio for inclusion or incorporated by reference from Rio SEC filings in the Joint Proxy Statement/Prospectus or anx xxxxxment any amendment thereof or supplement thereto. None of the information supplied by Rio Harrah's or its Subsidiaries Merger Sub to be included or incorporated by reference from Rio Harrah's SEC filings xxxxxxx in the registration statement on Form S-4 pursuant to which shares of Harrah's Common Stock issued in the Merger will be registered under the Securitiex Xxx (xhe "REGISTRATION STATEMENT"), of which the Joint Proxy Statement/Prospectus will form a part, Registration Statement will, at the time the Registration Statement Registxxxxxx Xtatement 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 are made, not misleading.

Joint Proxy Statement/Prospectus; Registration Statement. None (a) As promptly as practicable after the execution of the information supplied by this Agreement, Rio or its Subsidiaries to be included or incorporated by reference in the joint proxy statement/prospectus to be sent to the stockholders of and Harrah's shall cooperate, prepare and Rio in connection with the meeting of Rio's stockholders (the "RIO STXXXXXXXXRS' MEETING") and the meeting of Harrah's stockholders (the "HARRAH'S STOCKHOLDERS' MEETING") to consider the Agreexxxx xxx the Merger (the "JXXXX XXXXY STATEMENT/PROSPECTUS") or any amendment thereof or supplement thereto, will, on the date it became effective file with the SEC, at the time of Joint Proxy Statexxxx/Xxxspectus and the mailing of Registration Statement in which the Joint Proxy Statement/Prospectus or any amendment or supplementwill be included as a prospectus, at the time of Rio Stockholders' Meeting and the PROVIDED that Harrah's Stockholders' Meeting and at may delay the Effective Time, contain any untrue statexxxx xx 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 filing of the circumstances under which they are made, not misleadingRegistration Statement until approval of the Jxxxx Xxxxy Statement/Prospectus by the SEC. The Rio and Harrah's will cause the Joint Proxy Statement/Prospectus will and the Registratixx Xxxxxment to comply as to form in all material respects with the applicable provisions of the Securities Act and Act, the Exchange Act and the rules and regulations thereunder; PROVIDED, HOWEVER, that . Each of Harrah's and Rio makes no representation with respect shall use all reasonable efforts to any information supplied have or cause the Xxxxx Proxy Statement/Prospectus to be supplied cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of Rio and Harrah's or Merger Sub for inclusion shall, and shall cause its respective representatives to, fully cooperate wxxx xxx other party and its respective representatives in the preparation of the Joint Proxy Statement/Prospectus or anx xxxxxment thereof or supplement thereto. None and the Registration Statement, and shall, upon request, furnish the other party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the information supplied by Joint Proxy Statement/Prospectus and the Registration Statement. The Joint Proxy Statement/Prospectus with respect to the Merger shall include the determination and recommendation of the Board of Directors of Rio and the Board of Directors of Harrah's that their respective shareholders vote in favor of the approval and adoxxxxx xx this Agreement and the Merger. Rio and Harrah's shall use reasonable efforts to take all actions required under any apxxxxxxxx federal or its Subsidiaries to be included state securities or incorporated by reference from Rio SEC filings Blue Sky Laws in connection with the registration statement on Form S-4 pursuant to which issuance of shares of Harrah's Common Stock issued in pursuant to the Merger. As promptly as practicable after xxx Xxxistration Statement with respect to the Merger will be registered under the Securitiex Xxx (xhe "REGISTRATION STATEMENT")shall have become effective, of which Rio and Harrah's shall cause the Joint Proxy Statement/Prospectus will form a part, will, at with respect to 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 Xxxxxx to be stated therein or necessary in order mailed to make the statements therein, in light of the circumstances under which they are made, not misleadingtheir respective stockholders.

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Rio the Company or its Subsidiaries to be included or incorporated by reference in the joint proxy statement/prospectus to be sent to the stockholders of Harrah's Acquiror and Rio the Company in connection with the meeting of Riothe Company's stockholders (the "RIO STXXXXXXXXRS' MEETINGCompany ------- Stockholder Meeting") and the meeting of HarrahAcquiror's stockholders (the "HARRAH'S STOCKHOLDERS' MEETINGAcquiror ------------------- -------- Stockholder Meeting") to consider the Agreexxxx xxx Agreement and the Merger (the "JXXXX XXXXY STATEMENTJoint Proxy ------------------- ----------- Statement/PROSPECTUSProspectus") or any amendment thereof or supplement thereto, will, on -------------------- the date it became becomes effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement, at the time of Rio Stockholders' the Company Stockholder Meeting and the Harrah's Stockholders' Acquiror Stockholder Meeting and at the Effective Time, contain any untrue statexxxx xx 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 are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; PROVIDEDprovided, HOWEVERhowever, that Rio the Company makes no representation representations with respect to any information supplied or to be supplied by Harrah's or Merger Sub the Acquiror for inclusion or incorporation by reference from Acquiror SEC Filings in the Joint Proxy Statement/Prospectus or anx xxxxxment any amendment thereof or supplement thereto. None of the information supplied by Rio the Company or its Subsidiaries to be included or incorporated by reference from Rio Company SEC filings in the registration statement on Form S-4 pursuant to which shares of Harrah's Acquiror Common Stock issued in the Merger will be registered under the Securitiex Xxx Securities Act (xhe the "REGISTRATION STATEMENTRegistration Statement"), of which the Joint Proxy Statement/Prospectus will form a part, will, 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 light of the circumstances under which they are made, not misleading.

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Rio the Company or its Subsidiaries to be included or incorporated by reference in the joint proxy statement/prospectus to be sent to the stockholders of Harrah's Acquiror and Rio the Company in connection with the meeting of Riothe Company's stockholders (the "RIO STXXXXXXXXRS' MEETINGCompany Stockholder Meeting") and the meeting of HarrahAcquiror's stockholders (the "HARRAH'S STOCKHOLDERS' MEETINGAcquiror Stockholder Meeting") to consider the Agreexxxx xxx Agreement and the Merger (the "JXXXX XXXXY STATEMENTJoint Proxy Statement/PROSPECTUSProspectus") or any amendment thereof or supplement thereto, will, on the date it became becomes effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement, at the time of Rio Stockholders' the Company Stockholder Meeting and the Harrah's Stockholders' Acquiror Stockholder Meeting and at the Effective Time, contain any untrue statexxxx xx 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 are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; PROVIDEDprovided, HOWEVERhowever, that Rio the Company makes no representation representations with respect to any information supplied or to be supplied by Harrah's or Merger Sub the Acquiror for inclusion or incorporation by reference from Acquiror SEC Filings in the Joint Proxy Statement/Prospectus or anx xxxxxment any amendment thereof or supplement thereto. None of the information supplied by Rio the Company or its Subsidiaries to be included or incorporated by reference from Rio Company SEC filings in the registration statement on Form S-4 pursuant to which shares of Harrah's Acquiror Common Stock issued in the Merger will be registered under the Securitiex Xxx Securities Act (xhe the "REGISTRATION STATEMENTRegistration Statement"), of which the Joint Proxy Statement/Prospectus will form a part, will, 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 light of the circumstances under which they are made, not misleading.

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Rio or its Subsidiaries to be included or incorporated by reference in the joint proxy statement/prospectus to be sent to the stockholders of Harrah's Xxxxxx'x and Rio in connection with the meeting of Rio's stockholders (the "RIO STXXXXXXXXRSSTOCKHOLDERS' MEETING") and the meeting of Harrah's Xxxxxx'x stockholders (the "HARRAH'S XXXXXX'X STOCKHOLDERS' MEETING") to consider the Agreexxxx xxx Agreement and the Merger (the "JXXXX XXXXY JOINT PROXY STATEMENT/PROSPECTUS") or any amendment thereof or supplement thereto, will, on the date it became effective with the SEC, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendment or supplement, at the time of Rio Stockholders' Meeting and the Harrah's Xxxxxx'x Stockholders' Meeting and at the Effective Time, contain any untrue statexxxx xx 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 are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; PROVIDED, HOWEVER, that Rio makes no representation with respect to any information supplied or to be supplied by Harrah's Xxxxxx'x or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus or anx xxxxxment any amendment thereof or supplement thereto. None of the information supplied by Rio or its Subsidiaries to be included or incorporated by reference from Rio SEC filings in the registration statement on Form S-4 pursuant to which shares of Harrah's Xxxxxx'x Common Stock issued in the Merger will be registered under the Securitiex Xxx Securities Act (xhe the "REGISTRATION STATEMENT"), of which the Joint Proxy Statement/Prospectus will form a part, will, 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 light of the circumstances under which they are made, not misleading.