Common use of Proxy Statement/Information Statement Clause in Contracts

Proxy Statement/Information Statement. The information supplied by ViaVideo for inclusion in the proxy statement to be sent to the stockholders of Polycom (the "Proxy Statement") and for inclusion in the information statement to be sent to the stockholders of ViaVideo (the "Information Statement") in connection with the meeting of Polycom's stockholders to consider the Merger (the "Polycom Stockholders Meeting") and in connection with the meeting of ViaVideo's stockholders to consider the Merger (the "ViaVideo Stockholders Meeting"), respectively, shall not, on the date the Proxy Statement is first mailed to Polycom's stockholders, on the date the Information Statement is first mailed to ViaVideo's stockholders, at the time of the Polycom Stockholders Meeting, the time of the ViaVideo Stockholders Meeting and 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 the Polycom Stockholders Meeting or the ViaVideo 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 ViaVideo which should be set forth in a supplement to the Proxy Statement or Information Statement, ViaVideo will promptly inform Polycom or Merger Sub. Notwithstanding the foregoing, ViaVideo makes no 1

Proxy Statement/Information Statement. The information supplied by ViaVideo Polycom or Merger Sub for inclusion in the proxy statement to be sent to the stockholders of Polycom (the "Proxy Statement") Statement and for inclusion in the information statement to be sent to the stockholders of ViaVideo (the "Information Statement") Statement in connection with the meeting of Polycom's stockholders to consider the Merger (the "Polycom Stockholders Meeting") Meeting and in connection with the meeting of ViaVideo's stockholders to consider the Merger (the "ViaVideo Stockholders Meeting"), respectively, Meeting shall not, on the date the Proxy Statement is first mailed to Polycom's stockholders, on the date the Information Statement is first mailed to ViaVideo's stockholders, at the time of the Polycom Stockholders Meeting, the time of the ViaVideo Stockholders Meeting and 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 the Polycom Stockholders Meeting or the ViaVideo 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 ViaVideo Polycom or Merger Sub which should be set forth in a supplement to the Proxy Statement or Information Statement, ViaVideo Polycom or Merger Sub will promptly inform Polycom or Merger SubViaVideo. Notwithstanding the foregoing, ViaVideo Polycom and Merger Sub makes no 1representation, warranty or covenant with respect to any information supplied by ViaVideo which is contained in any of the foregoing documents. 5. AMENDMENT OF SUBSECTION 4.3(B). Subsection 4.3(b) to the Reorganization Agreement is hereby amended to read in its entirety as follows: (b)