Common use of Registration Statement and Joint Proxy Statement Clause in Contracts

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement, the Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, will: (i) in the case of the Registration Statement, at the time it becomes effective, 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 not misleading; (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement, the time of each of the Shareholder Meetings and at the Effective Time, 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; or (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, information concerning such event shall be supplied by the Company to Parent and its representatives in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement and, as required by law, disseminated to the shareholders of the Company. The Joint Proxy Statement (except for portions thereof that relate only to Parent or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by the Company or on behalf of BEC for inclusion or incorporation by reference in the Registration Statement, the Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, will: (i) in the case of the Registration Statement, at the time it the Registration Statement becomes effectiveeffective under the Securities Act, 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 therein, in the light of the circumstances under which they were made, not misleading; misleading and (ii) in the case of the Joint Proxy StatementStatement shall not, at the time dates mailed to shareholders or at the times of the mailing meetings of shareholders to be held in connection with the Joint Proxy Statement, the time of each of the Shareholder Meetings and at the Effective TimeMergers, 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; or (iii) in the case of any other filing required by any regulatory agency in connection herewith, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or necessary misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to BEC or any BEC subsidiary, shall comply as to form in order to make all material respects with the statements therein, in light applicable provisions of the circumstances under which they are made, not misleadingSecurities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event with respect relating to the Company, its officers and directors BEC or any of its Subsidiaries shall occur respective affiliates, officers or directors should be discovered by BEC which is required should be set forth in an amendment to be described in the Registration Statement or a supplement to the Joint Proxy Statement or the Registration Statement, BEC shall promptly inform CES. Notwithstanding the foregoing, BEC makes no representation or warranty with respect to any information concerning such event shall be supplied by the Company to Parent and its representatives CES which is contained in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement and, as required by law, disseminated to the shareholders any of the Company. The Joint Proxy Statement (except for portions thereof that relate only to Parent or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Actforegoing documents.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in the Registration Statement, the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith, herewith will: (i) in the case of the Registration Statement, at the time it becomes effective, 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 not misleading; (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement, the time of each of the Shareholder Meetings Meetings, and at the Effective Time, 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; or or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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. If If, at any time prior to the Effective Time Time, any event with respect to the CompanyParent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, information concerning such event shall be supplied by the Company to Parent so described, and its representatives in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Parent and the Company. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement (except for portions thereof that relate only to Parent the Company or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as applicable.

Registration Statement and Joint Proxy Statement. NEWCO FORM S-1. (a) None of the information to be supplied (other than information provided by the Company for inclusion IGL or incorporation Sub) included or incorporated by reference in the Registration Statement, the Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, will: will (i) in the case of the Registration Statement, at the time it becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, in light of the circumstances under which they were made, or necessary in order to make the statements therein not misleading; misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statementthereof, at the time of each of the Shareholder Stockholder Meetings and at the Effective Time, 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; or (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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. If at any time prior to the Effective Time any event with respect to the CompanyFTX, its directors and officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, information concerning such event shall be supplied by the Company to Parent so described, and its representatives in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the shareholders stockholders of FTX. With respect to information relating to FTX, the Registration Statement will comply as to form in all material respects with the provisions of the Company. The Securities Act, and the Joint Proxy Statement (except for portions thereof that relate only to Parent or any of its Subsidiaries) will comply (with respect to FTX) as to form in all material respects with the provisions of the Exchange Act. (b) None of the information (other than information provided for inclusion therein by IGL) included or incorporated by reference in the registration statement on Form S-1 to be filed with the SEC by Newco under the Securities Act for the purpose of registering the shares of Newco Common Stock to be distributed to FTX stockholders (the "Newco Form S-1") will (i) at the time it becomes effective, 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 were made, not misleading or (ii) at the time of each of the Stockholder Meetings and at the Effective Time, 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. If at any time prior to the Effective Time any event with respect to Newco, its directors and officers or any of its Subsidiaries shall occur which is required to be described in the Newco Form S-1, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of FTX. The Newco Form S-1 will comply as to form in all material respects with the provisions of the Securities Act.

Registration Statement and Joint Proxy Statement. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement, the Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, will: (i) the registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the issuance of shares of Parent Common Stock in the case of Merger (the "Registration Statement") will, at the time the Registration Statement, Statement is filed with the SEC and at the time it becomes effectiveeffective under the Securities Act, 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 not misleading; misleading and (ii) the joint proxy statement in definitive form relating to the meeting of Company Stockholders to be held in connection with the Merger and the meeting of Parent shareholders to be held in connection with the issuance of shares of Parent Common Stock in the case of Merger (the "Joint Proxy Statement") will, at the time date mailed to stockholders of the mailing Company and shareholders of the Joint Proxy Statement, the time of each of the Shareholder Meetings Parent and at the Effective Time, contain any untrue statement times 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; or (iii) in the case of any other filing required by any regulatory agency in connection herewithsuch meetings, 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. If at any time the prior to the Effective Time any event with respect to the Company, its officers and directors Company or any of its Subsidiaries Subsidiaries, or with respect to any information supplied by the Company for inclusion or incorporation by reference in the Form S-4 on the Joint Proxy Statement, shall occur which is required to be described in an amendment or supplement to, the Form S-4 or the Joint Proxy Statement or the Registration Statement, information concerning such event shall be supplied by the Company to Parent so described, and its representatives in connection with their preparation and prompt filing such amendment or supplement shall be promptly filed with the SEC of an appropriate amendment or supplement and, as required by law, disseminated to the shareholders holders of the CompanyCompany Common Stock. The Joint Proxy Statement (except for portions thereof that relate only Statement, to Parent or any of its Subsidiaries) the extent it relates to the Company, will comply as to form in all material respects with the provisions of the Exchange ActAct and the rules and regulations thereunder.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in the Registration StatementStatement or the proxy statement/prospectus included therein relating to the Stockholder Meetings (as defined in Section 5.1) (together with any amendments or supplements thereto, the “Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, will: Statement”) will (i) in the case of the Registration Statement, at the time it becomes effective, 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 not misleading; misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement, Statement and at the time of each of the Shareholder Meetings and at the Effective Time, 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; or (iii) in the case of any other filing required by any regulatory agency in connection herewithStockholder Meetings, 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. If If, at any time prior to the Effective Time Stockholder Meetings, any event with respect to the CompanyParent, its officers and directors or any of its Subsidiaries shall occur which is required at that time to be described in the Joint Proxy Statement or the Registration Statement, information concerning such event shall be supplied by the Company so described, and (subject to Parent and its representatives in connection with their preparation and prompt filing with the SEC of Section 5.2) an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders stockholders of Parent and the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement (except for portions thereof that relate only to Parent or any of its Subsidiaries) will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by the Company or on behalf of CES for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Company Common Stock in the Mergers (the "Registration Statement, the Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, ") will: (i) in the case of the Registration Statement, at the time it the Registration Statement becomes effectiveeffective under the Securities Act, 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 therein, in the light of the circumstances under which they were made, not misleading; misleading and (ii) the joint proxy statement, in definitive form, relating to the case meeting of CES shareholders and the meeting of BEC shareholders to be held in connection with the Mergers (the "Joint Proxy Statement") shall not, at the time dates mailed to shareholders or at the times of the mailing meetings of shareholders to be held in connection with the Joint Proxy Statement, the time of each of the Shareholder Meetings and at the Effective TimeMergers, 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; or (iii) in the case of any other filing required by any regulatory agency in connection herewith, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or necessary misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to CES or any CES subsidiary, shall comply as to form in order to make all material respects with the statements therein, in light applicable provisions of the circumstances under which they are made, not misleadingSecurities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event with respect relating to the Company, its officers and directors CES or any of its Subsidiaries shall occur respective affiliates, officers or directors should be discovered by CES which is required should be set forth in an amendment to be described in the Registration Statement or a supplement to the Joint Proxy Statement or the Registration Statement, CES shall promptly inform BEC. Notwithstanding the 20 foregoing, CES makes no representation or warranty with respect to any information concerning such event shall be supplied by the Company to Parent and its representatives BEC which is contained in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement and, as required by law, disseminated to the shareholders any of the Company. The Joint Proxy Statement (except for portions thereof that relate only to Parent or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Actforegoing documents.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement, Statement or the Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, will: will (i) in the case of the Registration Statement, at the time it is filed, when it is supplemented or amended and when it becomes effective, 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 not misleading; misleading or (ii) in the case of the Joint Proxy StatementStatement , at the time of the mailing of the Joint Proxy StatementStatement , the time of each of the Company Shareholder Meetings Meeting, and at the Effective Time, 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; or (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, information concerning such event shall be supplied by the Company to Parent so described, and its representatives in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company. The Joint Proxy Registration Statement (except for portions thereof that relate only to Parent or any of its Subsidiaries) will comply (with respect to the Company) as to form in all material respects with the provisions of the Securities Act. At the time of the filing of any disclosure document filed after the date hereof pursuant to the Securities Act, the Exchange ActAct or any state securities law (each a "Company Disclosure Document") other than the Joint Proxy Statement, at the time of any distribution thereof and throughout the remaining pendency of the Merger each such Company Disclosure Document (as supplemented or amended) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in the Registration StatementStatement or the joint proxy statement/prospectus included therein relating to the Stockholder Meetings (as defined in Section 5.1) (together with any amendments or supplements thereto, the "Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, will: Statement") will (i) in the case of the Registration Statement, at the time it becomes effective, 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 12 therein not misleading; misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statementthereof, at the time of each of the Shareholder Stockholder Meetings and at the Effective Time, 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; or (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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. If at any time prior to the Effective Time any event with respect to the CompanyParent, its directors and officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, information concerning such event shall be supplied by the Company to Parent so described, and its representatives in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement shall be promptly filed with the SEC and, as to the extent required by law, disseminated to the shareholders stockholders of Parent. The Registration Statement will comply (with respect to information relating to Parent and Sub) as to form in all material respects with the provisions of the Company. The Securities Act, and the Joint Proxy Statement will comply (except for portions thereof that relate only with respect to information relating to Parent or any of its Subsidiariesand Sub) will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. None of the information to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement, Statement or the Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, will: will (i) in the case of the Registration Statement, at the time it is filed, when it is supplemented or amended and when it becomes effective, 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 not misleading; misleading or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement, the time of each of the Company Shareholder Meetings Meeting, and at the Effective Time, 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; or (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, information concerning such event shall be supplied by the Company to Parent so described, and its representatives in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company. The Joint Proxy Registration Statement (except for portions thereof that relate only to Parent or any of its Subsidiaries) will comply (with respect to the Company) as to form in all material respects with the provisions of the Securities Act. At the time of the filing of any disclosure document filed after the date hereof pursuant to the Securities Act, the Exchange ActAct or any state securities law (each a "Company Disclosure Document") other than the Joint Proxy Statement, at the time of any distribution thereof and throughout the remaining pendency of the Merger each such Company Disclosure Document (as supplemented or amended) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by the Company or on behalf of CES for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Company Common Stock in the Mergers (the "Registration Statement, the Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, ") will: (i) in the case of the Registration Statement, at the time it the Registration Statement becomes effectiveeffective under the Securities Act, 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 therein, in the light of the circumstances under which they were made, not misleading; misleading and (ii) the joint proxy statement, in definitive form, relating to the case meeting of CES shareholders and the meeting of BEC shareholders to be held in connection with the Mergers (the "Joint Proxy Statement") shall not, at the time dates mailed to shareholders or at the times of the mailing meetings of shareholders to be held in connection with the Joint Proxy Statement, the time of each of the Shareholder Meetings and at the Effective TimeMergers, 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; or (iii) in the case of any other filing required by any regulatory agency in connection herewith, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or necessary misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to CES or any CES subsidiary, shall comply as to form in order to make all material respects with the statements therein, in light applicable provisions of the circumstances under which they are made, not misleadingSecurities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event with respect relating to the Company, its officers and directors CES or any of its Subsidiaries shall occur respective affiliates, officers or directors should be discovered by CES which is required should be set forth in an amendment to be described in the Registration Statement or a supplement to the Joint Proxy Statement or the Registration Statement, CES shall promptly inform BEC. Notwithstanding the foregoing, CES makes no representation or warranty with respect to any information concerning such event shall be supplied by the Company to Parent and its representatives BEC which is contained in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement and, as required by law, disseminated to the shareholders any of the Company. The Joint Proxy Statement (except for portions thereof that relate only to Parent or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Actforegoing documents.