Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings meeting of their respective its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Statement and Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments thereof or supplements thereto, and at the time of the meetings meeting of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings meeting of the stockholders of the Company and ParentCompany, 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/ Statement and Prospectus will, as of its mailing effective date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied in writing by Parent or its subsidiaries Sub for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under or the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger proxy statement/prospectus included therein (such registration statement, together with any amendments thereofor supplements thereto, being the "Registration StatementPROXY STATEMENT"), or ) relating to the Shareholder Meeting (bas defined in Section 5.1) will (i) in the proxy statement to be distributed in connection with the Company's and Parent's meetings case of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, at the "Joint Proxy Statement/Prospectus"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 or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements theretoStatement, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective Shareholder Meeting and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading. The Joint If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement/ Prospectus willStatement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of its mailing date, the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with all applicable laws, including the provisions of the Securities Act Act, and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Proxy Statement will comply (with respect to information supplied by Parent) as to form in all material respects with the Company or the stockholders provisions of the Company for inclusion thereinExchange Act.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries on behalf of the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 S-3 to be filed under the Securities Act with the SEC by Parent the Company in connection with the Merger for the purpose issuance and resale of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby hereby, including the Conversion, Rights Offering and Overallotment Option (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/ProspectusREGISTRATION STATEMENT") will, in at the case of time the Proxy Registration Statement or any amendments thereof or supplements theretobecomes effective under the Securities Act, and as the same may be amended, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parentamendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (b) the proxy statement in definitive form, relating to the special meeting (the "COMPANY MEETING") of the shareholders of the Company (the "COMPANY SHAREHOLDERS") to be held in connection with the approval of (i) the issuance to J Net of shares of Conversion Shares issuable in connection with the Conversion, (ii) the amendment to the articles of incorporation of the Company to increase the number of authorized shares of Common Stock to account for the shares of Common Stock to be issued in connection with the Rights Offering and Overallotment Option , (iii) the Rights Offering and the Overallotment Option and (iv) the amendment of the Company Employee Benefit Plans, as contemplated in SECTION 4.16 (the "PROXY STATEMENT") will, at the date such Proxy Statement is mailed to such shareholders, and, as the same may be amended or supplemented, at the time of such meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Joint Registration Statement, the Proxy Statement/ Prospectus will, as of its mailing date, Statement and any other documents to be filed with the SEC or any other Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with all the applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries EChapman for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent EChapman and CHI in connection with the Merger for the purpose of registering the shares of Parent Common Stock EChapman Shares and Exchanged Options to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the CompanyCHI's and Parent's meetings meeting of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings meeting of stockholders of the Company and Parent CHI to be held in connection with the transactions contemplated by this Agreement, and at the Effective Time, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes is declared effective and at by the time of such meetings of the stockholders of the Company and ParentSEC, 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 were made, not misleading. The Joint Registration Statement and Proxy Statement/ Statement/Prospectus will, as of its mailing date, shall comply as to form in all material respects as to form and substance with all applicable laws, including the provisions requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary EChapman with respect to information supplied by the Company or the stockholders of the Company CHI for inclusion therein.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information to be supplied by Parent or its subsidiaries the Company for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under or the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued Proxy Statement will (i) in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings case of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, at the "Joint Proxy Statement/Prospectus"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 or include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the other Transaction Agreements or that discloses a liability, condition or event that would constitute a Material Adverse Effect on the Company, which liability, condition or event is not otherwise disclosed in the representations and warranties of the Company contained in this Agreement or in the Company Disclosure Schedule or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements theretoStatement, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective Stockholder Meeting and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleadingmisleading or include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the other Transaction Agreements or that discloses a liability, condition or event that would constitute a Material Adverse Effect on the Company, which liability, condition or event is not otherwise disclosed in the representations and warranties of the Company contained in this Agreement or in the Company Disclosure Schedule. If, at any time prior to the Effective Time, any event with respect to the Company, its officers or directors shall occur which is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The Joint Proxy Statement/ Prospectus willStatement will comply (excluding any matters relating to Parent and Sub, as of its mailing date, comply to which the Company makes no representations) as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion thereinAct.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries or Affiliates for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration StatementREGISTRATION STATEMENT"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy StatementPROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "Joint Proxy StatementJOINT PROXY STATEMENT/ProspectusPROSPECTUS") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, will 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, at any of: (i) the time the Registration Statement (or any amendment or supplement thereto) is declared effective; (ii) the time the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the stockholders of Parent and Company; (iii) the time of each of the meetings of the stockholders of Parent and Company to be held in connection with the transactions contemplated by this Agreement; and (iv) the Effective Time. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein. For purposes of this Agreement, the term "Affiliate" means, when used with respect to a specified person or entity, another person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the person or entity specified. For the purpose of this definition, "control" means (i) the ownership or control of more than 50% of the equity interest in any person or entity, or (ii) the ability to direct or cause the direction of the management or affairs of a person or entity, whether through the direct or indirect ownership of voting interests, by contract or otherwise.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries EChapman for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent EChapman and CCMH in connection with the Merger for the purpose of registering the shares of Parent Common Stock EChapman Shares and Exchanged Options to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the CompanyCCMH's and Parent's meetings meeting of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings meeting of stockholders of the Company and Parent CCMH to be held in connection with the transactions contemplated by this Agreement, and at the Effective Time, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes is declared effective and at by the time of such meetings of the stockholders of the Company and ParentSEC, 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 were made, not misleading. The Joint Registration Statement and Proxy Statement/ Prospectus will, as of its mailing date, shall comply as to form in all material respects as to form and substance with all applicable laws, including the provisions requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary EChapman with respect to information supplied by the Company or the stockholders of the Company CCMH for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries Savers for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under or the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger proxy statement (such registration statement, together with any amendments thereofor supplements thereto, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with ") relating to the prospectus included Stockholders Meetings will (i) in the case of the Registration Statement, at the "Joint Proxy Statement/Prospectus"time it becomes effective 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 not misleading or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parenteach Stockholder 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 If at any time prior to the Effective Time any event with respect to Savers or its officers and directors should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement/ Prospectus willStatement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of its mailing dateSavers and/or SMC as appropriate. The Registration Statement will comply (with respect to Savers) as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will (with respect to Savers) comply as to form in all material respects with all applicable laws, including the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion thereinAct.

Registration Statement and Proxy Statement. None of the information relating to Pan Am and its Subsidiaries to be supplied by Parent or its subsidiaries Pan Am for inclusion use in (a) the Proxy Statement and/or the Registration Statement on Form S-4 to be filed under Statement, at the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in times that the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof amendment thereto is filed with the Commission or supplements theretois declared effective by the Commission, or at the time of the mailing of respective times that the Proxy Statement and any amendments or supplements thereto, is mailed to Pan Am's shareholders and at the time the Pan Am shareholders' meeting takes place (subject, if required, to a reasonable period of time for the meetings of stockholders of parties hereto to take such action necessary to supplement or amend the Company and Parent to be held in connection with the transactions contemplated by this AgreementProxy Statement), or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, will contain any untrue statement of a material fact or will omit to state any a 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 were made, not misleading. If at any time prior to the Closing Date, an event or circumstance relating to Pan Am or any Subsidiary, or any of their respective officers or directors, should be discovered by Pan Am that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Pan Am shall promptly inform AHC. The Joint Proxy Statement/ Prospectus willStatement, as including any amendments thereto, will comply with and be distributed to the Pan Am shareholders in accordance with Pan Am's Articles of its mailing date, comply as to form in all material respects with Incorporation and Bylaws and all applicable lawslaws and regulations, including the provisions of Florida BCA, the Securities Act and the Exchange Act Act, and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion thereinAMEX. Pan Am understands that an investment in Carnival represents a relatively high degree of risk and there is no assurance that Carnival's business or operations will be successful. Pan Am has considered carefully the risk factors attendant to an investment in Carnival and that, as a consequence of such risks, Pan Am could lose its entire investment in Carnival.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 S-4, as amended or supplemented from time to time, to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement ---------------------- statement, as amended or supplemented from time to time, to be distributed in connection with the Company's and Parent's meetings meeting of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, --------------- together with the prospectus included in the Registration Statement, the "Joint Proxy ----- Statement/Prospectus") will, in the case of the Proxy Statement or any -------------------- amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent Cartesian or its subsidiaries the Cartesian Shareholders for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC by Parent Securities Exchange Commission in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "“Registration Statement"), ”) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings ’s meeting of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby by this Agreement, and any amendments thereof or supplements thereto (the "“Proxy Statement" ” and, together with the prospectus included in the Registration Statement, the "“Joint Proxy Statement/Statement/ Prospectus"”)) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of Parent’s stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreementhereby, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings meeting of the stockholders of the Company and Parent’s stockholders, 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 thereinstatements, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries Arch for inclusion in (ai) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (bii) the proxy statement and prospectus conforming to the prospectus forming part of the Registration Statement to be distributed in connection with the CompanyArch's and ParentMetrocall's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby Transactions and any amendments thereof or supplements thereto (the "Proxy Statement" and, together with the prospectus included in the Registration Statementtogether, the "Joint Proxy Statement/Prospectus") ), will, in the case of the Joint Proxy Statement or any amendments thereof or supplements theretoStatement/Prospectus, at the time of the mailing of the Joint Proxy Statement and any amendments or supplements thereto, Statement/Prospectus and at the time of the meetings of stockholders of the Company Metrocall and Parent Arch to be held in connection with the transactions contemplated by this AgreementTransactions, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company Metrocall and ParentArch, 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/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Arch with respect to information supplied by the Company Metrocall or the stockholders of the Company Metrocall for inclusion thereinin the Joint Proxy Statement/Prospectus.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 S-4, as amended or supplemented from time to time, to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement statement, as amended or supplemented from time to time, to be distributed in connection with the Company's and Parent's meetings meeting of their respective stockholders to vote upon on this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Xxxx Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings meeting of their respective its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings meeting of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and effective, at the time of such meetings meeting of the stockholders of the Company and Parentfor so long as it remains 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 the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/ Statement/Prospectus will, as of its mailing effective date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or covenant is made by Parent or Subsidiary with respect to information in writing supplied or to be supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent Acquirer or any of its subsidiaries accountants, counsel or other authorized representatives for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") Statement will, in the case of the Joint Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement and any amendments or supplements thereto, thereto and at the time of the meetings of stockholders meeting of the Company and Parent shareholders of Acquirer to be held in connection with the transactions contemplated by this AgreementMerger, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading, it being understood and agreed that no representation or warranty is made by Acquirer with respect to any information supplied by Targets or their its accountants, counsel or other authorized representatives. If at any time prior to the Effective Time any event with respect to Acquirer or any of its Subsidiaries, or any of their officers and directors, shall occur which is or should be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, Registration Statement will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion thereinAct.

Registration Statement and Proxy Statement. None of the Prospectus. The information supplied or to be supplied by Parent News Corp., any News Corp. Subsidiary or its subsidiaries their respective Representatives for inclusion in (a) the Registration Statement on Form S-4 to be will not, either at the time the Registration Statement is filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements theretoSEC, at the time of the mailing of the Proxy Statement and any amendments amendment thereof or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection supplement thereto is filed with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplementedSEC, at the time it becomes effective and under the Securities Act or at the time of such meetings of the stockholders of the Company and ParentEffective 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 not misleading and (b) the Proxy Statement/Prospectus, including any amendments and supplements thereto, will not, either at the date mailed to the Company's stockholders or at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Joint Proxy Statement/ Prospectus willStatement/Prospectus, as of its mailing dateto information supplied by News Corp., any News Corp. Subsidiary or their respective Representatives, will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect and the Registration Statement, other than as to information supplied by the Company, any Company Subsidiary or their respective Representatives, will comply in all material respects with the stockholders provisions of the Company for inclusion thereinSecurities Act and the rules and regulations promulgated thereunder.

Registration Statement and Proxy Statement. Prospectus. None of the information supplied, or to be supplied by Parent ---------- by, Advanced NMR or any of its accountants, counsel or other authorized representatives to the AMS Board of Directors or its subsidiaries Special Committee in connection with this Agreement or for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") Prospectus will, in the case of the Proxy Statement Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement/Prospectus and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading, it being understood and agreed that no representation or warranty is made by Advanced NMR with respect to any information supplied by AMS or its accountants, counsel or other authorized representatives. If at any time prior to the Effective Time any event with respect to Advanced NMR, its officers or directors, shall occur which is or should be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or the Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, Registration Statement will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange 1933 Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries for inclusion on behalf of Enron that is included or incorporated by reference in (ai) (A) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent the Company in connection with the Merger for the purpose issuance of registering the shares of Parent Company Common Stock to be issued in the PGC Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (bB) the proxy statement to be distributed Post-Effective Amendment (as defined in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus"Section 7.2(a)) will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended Statement or supplemented, at the time it Post-Effective Amendment becomes effective and at under the time of such meetings of the stockholders of the Company and ParentSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the joint proxy statement/prospectus in definitive form, relating to the meetings of the shareholders of PGC and Enron to be held in connection with the Mergers and the prospectus relating to the Company Common Stock to be issued in the PGC Merger (the "Joint Proxy Statement") will, at the date such document is mailed to such shareholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (iii) the Supplemental Proxy Statement (as defined in Section 7.20(a)) in definitive form, relating to the Supplemental PGC Shareholders' Meeting (as defined in Section 7.20(e)) will, at the date such document is mailed to the shareholders of PGC and, as the same may be amended or supplemented, at the times of such meeting, contain any untrue statement of a material fact or omit to state any material fact 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, as of its mailing date, All documents that Enron is responsible for filing with the SEC in connection with the transactions contemplated herein shall comply as to form in all material respects with all the applicable laws, including the provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries on behalf of the Company for inclusion or incorporation by reference in (ai) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Holdco in connection with the issuance of shares of Holdco Common Stock and Holdco Units -30- 35 (or by Parent in connection with the Merger for the purpose of registering the shares issuance of Parent Common Stock to be issued Units) in the Merger Mergers (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of Registration Statement becomes effective under the Proxy Statement and any amendments or supplements theretoSecurities Act, and at as the time of the meetings of stockholders of the Company and Parent to same may be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplementedamended, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parentamendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the joint proxy in definitive form, relating to the meetings of the stockholders of the Company and Parent to be held in connection with the Mergers and the prospectus relating to the Holdco Shares and Holdco Units or the Parent Units, as the case may be, to be issued in the Mergers (the "Joint Proxy Statement/Prospectus") will at the date such Joint Proxy Statement/Prospectus is mailed to such stockholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None As soon as reasonably practicable after the execution of this Agreement, Parent, Liberty and the Company shall cooperate in the preparation of, and the Company shall file confidentially with the Commission, a preliminary proxy statement (the "Preliminary Proxy Statement") in form and substance reasonably satisfactory to each of Parent, Liberty and the Company, and following resolution of comments, if any, of the information to be supplied by Commission on the preliminary proxy statement, Liberty and Parent or its subsidiaries for inclusion in (a) shall prepare and Parent shall file with the Registration Statement Commission a registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "S-4 Registration Statement"), containing a form of prospectus that includes such proxy statement (as amended or (bsupplemented, if applicable) registering under the Securities Act the issuance of the shares of Class A Liberty Group Stock issuable upon conversion of Company Stock pursuant to the Merger. Each of Parent, Liberty and the Company shall use its reasonable efforts to respond to any comments of the Commission, to have the S-4 Registration Statement declared effective as promptly as practicable after such filing and to cause the proxy statement as filed with the Commission and as thereafter amended or supplemented to be distributed in connection with approved by the Commission and mailed to the Company's and Parentstockholders at the earliest practicable time (such proxy statement in the definitive form mailed to the Company's meetings of their respective stockholders stockholders, as thereafter amended or supplemented, being referred to vote upon this Agreement and the transactions contemplated hereby (as the "Proxy Statement" and, together with "). The Company and Parent will notify each other party promptly of the prospectus included in receipt of any comments from the Commission or its staff and of any request by the Commission or its staff or any other government officials for amendments or supplements to the S-4 Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof other filing or supplements theretofor additional information, at and will supply the time other parties with copies of all correspondence between it and any of its representatives, on the mailing of one hand, and the Commission or its staff or any other governmental officials on the other hand, with respect to the S-4 Registration Statement, the Proxy Statement, the Merger or any filing with the Commission relating thereto. Whenever a party becomes aware of any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the S-4 Registration Statement or any other filing with the Commission in connection with this Agreement or the transactions contemplated hereby, such party shall promptly inform the other parties of such occurrence and cooperate in the prompt filing with the Commission or its staff or any amendments or supplements theretoother governmental officials, and at the time of the meetings of and/or mailing to stockholders of the Company and Parent to be held in connection with the transactions contemplated by this AgreementCompany, or, in the case of the Registration Statement, as amended an amendment or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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, as of its mailing date, supplement that shall comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act Act. The Company, and Parent and Liberty, each shall promptly provide the rules and regulations promulgated thereunder, except that no representation is other (or its counsel) copies of all filings made by Parent or Subsidiary such party with respect to information supplied by the Company any Governmental Entity in connection with this Agreement or the stockholders of transactions contemplated hereby. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party shall provide the Company for inclusion thereinother party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Registration Statement and Proxy Statement. Prospectus. None of the information supplied, or to be supplied supplied, ---------- by Parent AMS or any of its subsidiaries accountants, counsel or other authorized representatives for inclusion in (a) the Registration Statement on Form S-4 to be filed with the Commission by Advanced NMR under the Securities 1933 Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Advanced NMR Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings meeting of their respective stockholders of AMS ("AMS Stockholders' Meeting") to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement/Prospectus and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent AMS Stockholders' Meeting to be held in connection with the transactions contemplated by this AgreementMerger, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act it being understood and the Exchange Act and the rules and regulations promulgated thereunder, except agreed that no representation or warranty is made by Parent or Subsidiary AMS with respect to any information supplied by Advanced NMR or its accountants, counsel or other authorized representatives. If at any time prior to the Company Effective Time any event with respect to AMS, its officers and directors shall occur which is or should be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or the stockholders Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the Company for inclusion circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries Lunn for inclusion in (a) the Registration Statement on Form S-4 to be filed fxxxx under the Securities Act with the SEC by Parent Lunn in connection with the Merger for the purpose of registering the shares of Parent Suxxxxing Corporation Common Stock to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration StatementREGISTRATION STATEMENT"), or (b) the proxy statement to be distributed in connection with the Company's Lunn Stockholders' Meeting and Parent's meetings of their respective stockholders the TPG Stockholders' Meeting to vote upon this upox xxis Agreement and the transactions contemplated hereby Transactions (the "Proxy StatementPROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "Joint Proxy StatementJOINT PROXY STATEMENT/ProspectusPROSPECTUS") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of Lunn Stockholders' Meeting and the Company and Parent TPG Stockholders' Meeting to be held in connection xx xonnection with the transactions contemplated by this AgreementTransactions, and at the Effective Time, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes is declared effective and at by the time of such meetings of the stockholders of the Company and ParentSEC, 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 were made, not misleading. The Registration Statement and Joint Proxy Statement/ Statement/Prospectus will, as of its mailing date, shall comply as to form in all material respects as to form and substance with all applicable laws, including the provisions requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Lunn with respect to information supplied by the Company or the stockholders relating to TPG and included therein, pxxxxded TPG approved of the Company for inclusion thereinof such information in the Registration Statement and Joint Proxy Statement/Prospectus.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries for inclusion on behalf of Enron that is included or incorporated by reference in (ai) (A) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent the Company in connection with the Merger for the purpose issuance of registering the shares of Parent Company Common Stock to be issued in the PGC Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/ProspectusREGISTRATION STATEMENT") or (B) the Post-Effective Amendment (as defined in SECTION 7.2(A)) will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended Statement or supplemented, at the time it Post-Effective Amendment becomes effective and at under the time of such meetings of the stockholders of the Company and ParentSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the joint proxy statement/prospectus in definitive form, relating to the meetings of the shareholders of PGC and Enron to be held in connection with the Mergers and the prospectus relating to the Company Common Stock to be issued in the PGC Merger (the "JOINT PROXY STATEMENT") will, at the date such document is mailed to such shareholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (iii) the Supplemental Proxy Statement (as defined in SECTION 7.20(A)) in definitive form, relating to the Supplemental PGC Shareholders' Meeting (as defined in SECTION 7.20(E)) will, at the date such document is mailed to the shareholders of PGC and, as the same may be amended or supplemented, at the times of such meeting, contain any untrue statement of a material fact or omit to state any material fact 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, as of its mailing date, All documents that Enron is responsible for filing with the SEC in connection with the transactions contemplated herein shall comply as to form in all material respects with all the applicable laws, including the provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None Subject to Section 3.4(c), as soon as reasonably practicable after the execution of this Agreement, Parent, Liberty and the Company shall cooperate in the preparation of, and the Company shall file confidentially with the Commission, a preliminary proxy statement in form and substance reasonably satisfactory to each of Parent, Liberty and the Company, and, following resolution of comments, if any, of the information to be supplied by Commission on the preliminary proxy statement, Liberty and Parent or its subsidiaries for inclusion in (a) shall prepare and Parent shall file with the Registration Statement Commission a registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), containing a form of prospectus that includes such proxy statement (as amended or (bsupplemented, if applicable) registering under the Securities Act the issuance of the shares of Parent Common Stock and Class A Liberty Group Stock issuable upon conversion of Company Stock pursuant to the Merger. Subject to Section 3.4(c), each of Parent, Liberty and the Company shall use commercially reasonable efforts to respond to any comments of the Commission, to have the Registration Statement declared effective as promptly as practicable after such filing and to cause the proxy statement as filed with the Commission and as thereafter amended or supplemented to be distributed in connection with approved by the Commission and mailed to the Company's and Parentstockholders at the earliest practicable time (such proxy statement in the definitive form mailed to the Company's meetings of their respective stockholders stockholders, as thereafter amended or supplemented, being referred to vote upon this Agreement and the transactions contemplated hereby (as the "Proxy Statement" and"). The Company, together with Liberty and Parent will notify each other party promptly of the prospectus included in receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof other filing or supplements theretofor additional information, at and will supply the time other parties with copies of the mailing of the Proxy Statement all correspondence between it and any amendments or supplements theretoof its representatives, on the one hand, and at the time of Commission or its staff on the meetings of stockholders of the Company and Parent other hand, with respect to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended the Proxy Statement, the Merger or supplementedany filing with the Commission relating thereto. Whenever any party hereto becomes aware of any event which is required to be set forth in an amendment or supplement to the Proxy Statement, at the time it becomes effective and at Registration Statement or any other filing with the time Commission in connection with this Agreement or the transactions contemplated hereby, such party shall promptly inform the other parties of such meetings of occurrence and cooperate in the prompt filing with the Commission or its staff or any other governmental officials, and/or mailing to stockholders of the Company and ParentCompany, contain any untrue statement of a material fact such amendment 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 supplement which they are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, shall comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act Act. The Company, and Parent and Liberty, each shall promptly provide the other (or its counsel) copies of all filings made by such party with any Governmental Entity in connection with this Agreement or the transactions contemplated hereby. For further clarity, the parties agree that the Parent May Transactions and any transactions provided for in the Inter-Group Agreement or the Tax Sharing Agreement are not transactions contemplated by this Agreement, but the Pre-Merger Restructuring Transactions and the rules and regulations promulgated thereunder, except that no representation is made Post-Merger Restructuring Transactions are transactions contemplated by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion thereinthis Agreement.

Registration Statement and Proxy Statement. None of VoiceStream and ------------------------------------------ Omnipoint shall cooperate and promptly prepare and file with the information to be supplied by Parent or its subsidiaries for inclusion in (a) the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the1933 Act, with respect to be filed under the Securities Act Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the SEC by Parent meetings of stockholders of Omnipoint and of VoiceStream in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby Transactions (the "Proxy Statement" and, together with /Prospectus"). The respective parties shall cause the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, Prospectus and the Form S-4 to comply as to form in all material respects with the case applicable provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder. VoiceStream shall use all reasonable efforts, and Omnipoint shall cooperate with VoiceStream, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. VoiceStream shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Omnipoint and advise Omnipoint of any verbal comments with respect to the Form S-4 received from the SEC. VoiceStream shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities laws or "Blue Sky" permits or approvals required to carry out the Transactions and shall pay all expenses incident thereto. VoiceStream agrees that the Proxy Statement Statement/Prospectus and each amendment or any amendments thereof or supplements thereto, supplement thereto at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, thereof and at the time of the respective meetings of stockholders of the Company Omnipoint and Parent to be held in connection with the transactions contemplated by this AgreementVoiceStream, or, in the case of the Registration Statement, as amended Form S-4 and each amendment or supplementedsupplement thereto, at the time it is filed or becomes effective and at the time of such meetings of the stockholders of the Company and Parenteffective, contain any shall not include an untrue statement of a material fact or omit to state any a 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 were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by VoiceStream in reliance upon and in conformity with written information concerning Omnipoint furnished to VoiceStream by Omnipoint specifically for use in the Proxy Statement/Prospectus. Omnipoint agrees that the written information concerning Omnipoint provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Omnipoint and VoiceStream, or, in the case of written information concerning Omnipoint provided by Omnipoint for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint No amendment or supplement to the Proxy Statement/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including shall be made by VoiceStream or Omnipoint without the provisions approval of the Securities Act and other party. VoiceStream shall advise Omnipoint, promptly after it receives notice thereof, of the Exchange Act and time when the rules and regulations promulgated thereunderForm S-4 has become effective or any supplement or amendment has been filed, except that no representation is made by Parent the issuance of any stop order, the suspension of the qualification of VoiceStream Common Stock issuable in connection with the Transactions for offering or Subsidiary with respect to information supplied sale in any jurisdiction, or any request by the Company SEC for amendment of the Proxy Statement/Prospectus or the stockholders of Form S-4 or comments thereon and responses thereto or requests by the Company SEC for inclusion thereinadditional information.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 S-4, as amended or supplemented from time to time, to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement statement, as amended or supplemented from time to time, to be distributed in connection with the Company's and Parent's meetings meeting of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC Commission by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings meeting of their respective its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings meeting of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, contain any untrue statement of a material fact or omit to state a 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, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings meeting of the stockholders of the Company and ParentCompany, 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, therein not misleading. The Joint Proxy Statement/ Prospectus willStatement/Prospectus, as of its mailing dateEffective Time, will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Acquisition with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.. SECTION 4.9

Registration Statement and Proxy Statement. None CyberCash and Network 1 shall cooperate and promptly prepare and file with the SEC within 30 business days following execution of this Agreement or as soon as practicable thereafter, a registration statement on Form S-4 (the information “Registration Statement”) under the Securities Act, with respect to be supplied by Parent or its subsidiaries for inclusion in the Merger Shares, a portion of which Registration Statement shall also serve as the proxy statement/prospectus (athe “Proxy Statement/Prospectus”) with respect to CyberCash Special Meeting. The Parties shall cause the Proxy Statement/Prospectus and the Registration Statement on Form S-4 to be filed under comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. CyberCash shall use all reasonable efforts, and Network 1 shall cooperate with CyberCash, to have the Registration Statement declared effective by the SEC by Parent in connection with as promptly as practicable and to keep the Merger for the purpose of registering the shares of Parent Common Stock Registration Statement effective as long as is necessary to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and consummate the transactions contemplated hereby (hereby. CyberCash shall, as promptly as practicable, provide copies of any written comments received from the "Proxy Statement" andSEC with respect to the Registration Statement to Network 1 and advise Network 1 of any verbal comments with respect to the Registration Statement received from the SEC. CyberCash shall use its best efforts to obtain, together with prior to the prospectus included in effective date of the Registration Statement, all necessary state securities laws or “Blue Sky” permits or approvals required to carry out the "Joint Merger and shall pay all expenses incident thereto. CyberCash agrees that the Proxy Statement/Prospectus") will, in the case of the Proxy Statement Prospectus and each amendment or any amendments thereof or supplements thereto, supplement thereto at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, thereof and at the time of the meetings of stockholders of the Company CyberCash Special Meeting and Parent to be held in connection with the transactions contemplated by this AgreementNetwork 1 Special Meeting, or, in the case of the Registration Statement, as amended Statement and each amendment or supplementedsupplement thereto, at the time it is filed or becomes effective and at the time of such meetings of the stockholders of the Company and Parenteffective, contain any shall not include an untrue statement of a material fact or omit to state any a 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 were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by CyberCash in reliance upon and in conformity with written information concerning Network 1 furnished to CyberCash by Network 1 specifically for use in the Proxy Statement/Prospectus. Network 1 agrees that the written information concerning Network 1 provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of the shareholders of Network 1 and CyberCash, or, in the case of written information concerning Network 1 provided by Network 1 for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it is filed or becomes effective, shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint No amendment or supplement to the Proxy Statement/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including shall be made by CyberCash or Network 1 without the provisions approval of the Securities Act and other Party. CyberCash shall advise Network 1, promptly after it receives notice thereof, of the Exchange Act and time when the rules and regulations promulgated thereunderRegistration Statement has become effective or any supplement or amendment has been filed, except that no representation is made by Parent the issuance of any stop order, the suspension of the qualification of Merger Shares for offering or Subsidiary with respect to information supplied sale in any jurisdiction, or any request by the Company SEC for amendment of the Proxy Statement/Prospectus or the stockholders Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. CyberCash will also undertake to file a Registration Statement (including by way of a post-effective amendment to Form S-4) to register shares of CyberCash Common Stock acquired by Affiliates of Network 1 in the Company Merger for inclusion thereinresale under the Securities Act.