Common use of Proxy Statement and Registration Statement Clause in Contracts

Proxy Statement and Registration Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined herein) and the Joint Proxy Statement/Prospectus (as defined herein) will, (i) at the time it is declared effective under the Securities Act, (ii) at the time the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the stockholders of the Company, (iii) at the time of the Company Stockholders’ Meeting, and (iv) at the Effective Time (with respect to the Registration Statement only), contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which it is made, not false or misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiaries, or their respective officers and directors, should be discovered by the Company which should be set forth in an amendment or supplement to the Registration Statement or Joint Proxy Statement/Prospectus, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by Parent or any of its representatives, which is contained in the Registration Statement or the Joint Proxy Statement/Prospectus. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply in all material aspects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder.

Proxy Statement and Registration Statement. (a) None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in the Registration Statement (as defined herein) and the Joint Proxy Statement/Prospectus (as defined herein) will, (i) at the time it is declared effective under the Securities Act, (ii) at the time the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the stockholders of the CompanyParent, (iii) at the time of the Company StockholdersParent Shareholders’ Meeting, and (iv) at the Effective Time (with respect to the Registration Statement only), contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which it is made, not false or misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company Parent or any Company Parent Subsidiaries, or their respective officers and directors, should be discovered by the Company Parent which should be set forth in an amendment or supplement to the Registration Statement or Joint Proxy Statement/Prospectus, the Company Parent shall promptly inform Parentthe Company. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to information supplied by Parent the Company or any of its representatives, which is contained in the Registration Statement or the Joint Proxy Statement/Prospectus. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply in all material aspects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder.