Common use of Joint Proxy Statement/Prospectus Clause in Contracts

Joint Proxy Statement/Prospectus. None of the ------------------------------------------ information to be supplied by Globespan or its Subsidiaries in the Form S-4 or the Joint Proxy Statement/Prospectus will, at the time of the mailing of the Joint Proxy Statement/Prospectus and any amendments or supplements thereto, and at the time of each of the Globespan Stockholders Meeting and the Virata Stockholders Meeting, 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. The Joint Proxy Statement/Prospectus will comply, as of its mailing date, as to form in all material respects with all applicable law, including the provisions of the Exchange Act, except that no representation is made by Globespan or Merger Sub with respect to information supplied by Virata for inclusion therein.

Joint Proxy Statement/Prospectus. None of the ------------------------------------------ information to be supplied by Globespan Virata or its Subsidiaries in the Form S-4 or the Joint Proxy Statement/Prospectus will, at the time of the mailing of the Joint Proxy Statement/Prospectus and any amendments or supplements thereto, and at the time of each of the Globespan Stockholders Meeting and the Virata Stockholders Meeting, 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. The Joint Proxy Statement/Prospectus will comply, as of its mailing date, as to form in all material respects with all applicable law, including the provisions of the Exchange Act, except that no representation is made by Globespan or Merger Sub Virata with respect to information supplied by Virata Globespan or Merger Sub for inclusion therein.