Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. None of the information to be supplied by Cereus or its Subsidiaries for inclusion in (i) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Cereus's and Parent's meetings of their respective stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (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, at the time of the mailing of the Proxy Statement and at the time of the meetings of stockholders of Parent and Cereus to be held in connection with the Transactions, 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 Parent and Cereus, 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, in the light of the circumstances under which they are made, not misleading.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Cereus or its Subsidiaries on behalf of Holdco, PAC, CAC, or Parent for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Cereus's and Parent's meetings of their respective stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (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, at the time of the mailing of the Proxy Statement and at the time of the meetings of stockholders of Parent and Cereus to be held in connection with the Transactions, or, in the case of the Registration StatementStatement becomes effective under the Securities Act, and as amended or supplementedthe same may be amended, at the time it becomes effective and at the time of such meetings of the stockholders of Parent and Cereusamendment, contain any untrue statement of or 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 Statement/Prospectus will, at the date such Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company and Parent and, as the same may be amended or supplemented, at the times of the meetings of such stockholders to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they are were made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Cereus or its Subsidiaries on behalf of DRI for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by DRI in connection with the Merger for the purpose issuance of registering the shares of Parent DRI Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Cereus's and Parent's meetings of their respective stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (the "PROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "JOINT PROXY STATEMENT/PROSPECTUS") will, in at the case of time the Proxy StatementRegistration Statement becomes effective under the Securities Act, and as the same may be amended, at the time of the mailing of the Proxy Statement and at the time of the meetings of stockholders of Parent and Cereus to be held in connection with the Transactions, 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 Parent and Cereusamendment, 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 shareholders of CNG and DRI to be held in connection with the Merger and the prospectus relating to DRI Common Stock to be issued in the Merger (the "Joint Proxy Statement/Prospectus") will at the date such Joint Proxy Statement/Prospectus 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 statementsstatements therein, in the light of the circumstances under which they are were made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Cereus or its Subsidiaries on behalf of the Company for inclusion or incorporation by reference in (i) 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 Merger for the purpose issuance of registering the shares of Parent Holdco Common Stock to be issued and Holdco Units (or by Parent in connection with the issuance of Parent Units) in the Merger Mergers (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Cereus's and Parent's meetings of their respective stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (the "PROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "JOINT PROXY STATEMENT/PROSPECTUS") will, in at the case of time the Proxy StatementRegistration Statement becomes effective under the Securities Act, and as the same may be amended, at the time of the mailing of the Proxy Statement and at the time of the meetings of stockholders of Parent and Cereus to be held in connection with the Transactions, 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 Parent and Cereusamendment, 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 statementsstatements therein, in the light of the circumstances under which they are were made, not misleading.

Registration Statement and Proxy Statement. None of the information to be supplied by Cereus Parent or its Subsidiaries subsidiaries for inclusion in (ia) 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 (the "REGISTRATION STATEMENTRegistration Statement") or (iib) the proxy statement to be distributed in connection with Cereusthe Company's and Parent's meetings meeting of their respective its stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto transactions contemplated hereby (the "PROXY STATEMENTProxy Statement" and, together with the prospectus included in the Registration Statement, the "JOINT PROXY STATEMENTProxy Statement/PROSPECTUSProspectus") will, in the case of the Proxy StatementStatement 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 Parent and Cereus the Company to be held in connection with the Transactionstransactions 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 Parent and Cereuseffective, 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 statementsstatements therein, in the light of the circumstances under which they are made, not misleading.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Cereus or its Subsidiaries on behalf of DRI for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by DRI in connection with the Merger for the purpose issuance of registering the shares of Parent DRI Common Stock to be issued in the Merger Mergers (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Cereus's and Parent's meetings of their respective stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (the "PROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "JOINT PROXY STATEMENT/PROSPECTUS") will, in at the case of time the Proxy StatementRegistration Statement becomes effective under the Securities Act, and as the same may be amended, at the time of the mailing of the Proxy Statement and at the time of the meetings of stockholders of Parent and Cereus to be held in connection with the Transactions, 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 Parent and Cereusamendment, 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 shareholders of CNG and DRI to be held in connection with the Mergers and the prospectus relating to DRI Common Stock to be issued in the Mergers (the "Joint Proxy Statement/Prospectus") will at the date such Joint Proxy Statement/Prospectus 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 statementsstatements therein, in the light of the circumstances under which they are were made, not misleading.. The Registration Statement and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Section IV.8

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Cereus or its Subsidiaries on behalf of WeCo or WNG for inclusion or incorporation by reference in (ia) the Registration Statement registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of shares of Company Common Stock and Company Preferred Stock, if applicable, in the Merger (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act with 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 SEC statements therein not misleading and (b) the joint proxy and information statement in definitive form relating to the meetings of the shareholders of Puget, WeCo and WNG to be held in connection with the Merger for and the purpose of registering prospectus relating to the shares of Parent Company Common Stock and Company Preferred Stock, if applicable, to be issued in the Merger (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Cereus's and Parent's meetings of their respective stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (the "PROXY STATEMENT" and, together with the prospectus included in the Registration Joint Proxy Statement, the "JOINT PROXY STATEMENT/PROSPECTUSProspectus") will, in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the meetings of stockholders of Parent and Cereus dates mailed to be held in connection with the Transactions, or, in the case of the Registration Statementsuch shareholders and, as the same may be amended or supplemented, at the time it becomes effective and at the time times of such meetings of the stockholders of Parent and Cereusmeetings, 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 statementsstatements therein, in the light of the circumstances under which they are made, not misleading, and will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the information to be supplied in writing by Cereus Parent or its Subsidiaries Sub for inclusion or incorporation by reference in the Registration Statement or the proxy statement/prospectus included therein relating to the Stockholder Meeting (as defined in Section 5.1) (together with any amendments or supplements thereto, the "Proxy Statement") will (i) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Cereus's and Parent's meetings of their respective stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (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, at the time of the mailing of the Proxy Statement and at the time of the meetings of stockholders of Parent and Cereus to be held in connection with the Transactions, 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 Parent and Cereuseffective, 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 statementsstatements therein not misleading or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the 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 Registration Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. None of the information to be supplied by Cereus or its Subsidiaries Telemate for inclusion in (i) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with CereusTelemate's and Parent's meetings of their respective stockholders Shareholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (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, at the time of the mailing of the Proxy Statement and at the time of the meetings of stockholders shareholders of Parent and Cereus Telemate to be held in connection with the Transactions, 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 shareholders of Parent and CereusTelemate, 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, in the light of the circumstances under which they are made, not misleading.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Cereus or its Subsidiaries on behalf of NSP for inclusion or incorporation by reference in (ia) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by NSP in connection with the Merger for the purpose issuance of registering the shares of Parent NSP Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Cereus's and Parent's meetings of their respective stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (the "PROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "JOINT PROXY STATEMENT/PROSPECTUS") will, in at the case of time the Proxy StatementRegistration Statement becomes effective under the Securities Act, and as the same may be amended, at the time of the mailing of the Proxy Statement and at the time of the meetings of stockholders of Parent and Cereus to be held in connection with the Transactions, 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 Parent and Cereusamendment, 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 joint proxy statement in definitive form, relating to the meetings of the shareholders of NCE and NSP to be held in connection with the Merger and the prospectus relating to NSP Common Stock to be issued in the Merger (the "Joint Proxy Statement/Prospectus") will, at the date such Joint Proxy Statement/Prospectus 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 statementsstatements therein, in the light of the circumstances under which they are were made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.