Common use of Registration Statement, Etc Clause in Contracts

Registration Statement, Etc. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (a) the Registration Statement, (b) the Joint Proxy Statement and (c) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, or, in the case of the Joint Proxy Statement, when first mailed to the stockholders of Parent and the stockholders of the Company, or in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Parent Stockholders’ Meeting or the time of the Company Stockholders’ Meeting, will cause the Joint Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation is made by Parent with respect to statements made in any such documents based on information supplied by the Company or with respect to information concerning the Company which is incorporated by reference in such documents.

Registration Statement, Etc. None of the information supplied or to be supplied by Parent the Company for inclusion or incorporation by reference in (a) the Registration Statement to be filed by Parent with the SEC to register the shares of Parent Common Stock to be issued in the Merger (the “Registration Statement”), (b) the Joint Proxy Statement Statement/Prospectus (the “Joint Proxy Statement”) to be mailed to the Company’s stockholders in connection with the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be called to consider this Agreement and to Parent’s stockholders in connection with the meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to be called to consider the Share Issuance and (c) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, or, in the case of the Joint Proxy Statement, when first mailed to the stockholders of Parent the Company and the stockholders of the CompanyParent, or in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Parent Company Stockholders’ Meeting or the time of the Company Parent Stockholders’ Meeting, will cause the Joint Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation is made by Parent the Company with respect to statements made in any such documents based on information supplied by the Company Parent or with respect to information concerning the Company Parent which is incorporated by reference in such documents.

Registration Statement, Etc. None of the information supplied or to be supplied by Parent Company for inclusion or incorporation by reference in (a) the Registration Statement to be filed by Merger Partner with the SEC in connection with the Merger Partner Common Stock to be issued in the Merger (the "Registration Statement"), (b) the Joint Proxy Statement (the "Proxy Statement") to be mailed to Company's stockholders in connection with the meeting (the "Stockholders' Meeting") to be called to consider the Merger, and (c) any other documents to be filed with the SEC in connection with the transactions contemplated hereby (including the Registration Statement on Form 10 or, if applicable, Form S-1 to be filed in connection with the Spin-off) will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, effective contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading; and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes become effective, will cause the Registration Statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, ; or, in the case of the Joint Proxy Statement, when first mailed to the stockholders of Parent and the stockholders of the Company, or in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Parent Stockholders’ Meeting or the time of the Company Stockholders’ ' Meeting, will cause the Joint Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding All documents that Company is responsible for filing with the foregoingSEC and any other regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable law and any applicable rules or regulations thereunder, except that no representation is made by Parent Company with respect to statements made in any such documents therein based on information supplied by the Company Merger Partner or with respect to information concerning the Company Merger Partner or Sub which is incorporated by reference in such documentsthe Registration Statement or the Proxy Statement.

Registration Statement, Etc. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (a) the Registration Statement, (b) the Joint Proxy Statement and (c) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, or, in the case of the Joint Proxy Statement, when first mailed to the stockholders of Parent and the stockholders of the Company, or in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Parent Stockholders’ ' Meeting or the time of the Company Stockholders’ ' Meeting, will cause the Joint Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation is made by Parent with respect to statements made in any such documents based on information supplied by the Company or with respect to information concerning the Company which is incorporated by reference in such documents.

Registration Statement, Etc. None of the information supplied or to be supplied by the Parent for inclusion or incorporation by reference in (a) the Registration Statementregistration statement to be filed by Parent with the SEC in connection with the Parent Common Stock to be issued in the transaction described herein, (b) the Joint Proxy Statement proxy statement/prospectus to be mailed to the holders of the Target Common Stock in connection with the Target’s Stockholder Meeting to be called to consider this Agreement, and (c) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, effective contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading; and, in the case of the Registration Statementregistration statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement registration statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, ; or, in the case of the Joint Proxy Statementproxy statement/prospectus, when first mailed to the stockholders of Parent and the stockholders holders of the CompanyTarget Common Stock, or in the case of the Joint Proxy Statement proxy statement/prospectus or any amendment thereof or supplement thereto, at the time of the Parent Stockholders’ Meeting or the time of the Company Stockholders’ Target’s Stockholder Meeting, will cause the Joint Proxy Statement proxy statement/prospectus or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no The representation is made by Parent in this Section shall not be deemed to be made with respect to statements made in any such documents information relating to the Target or GPRe or based upon information that is provided by or on information supplied by behalf of the Company Target or with respect to information concerning the Company which is incorporated by reference in such documentsGPRe.

Registration Statement, Etc. None of the information supplied or to be supplied by Parent Company for inclusion or incorporation by reference in (a) the Registration Statement to be filed by Merger Partner with the SEC in connection with the Merger Partner Common Stock to be issued in the Merger (the "Registration Statement"), (b) the Joint Proxy Statement (the "Proxy Statement") to be mailed to Company's stockholders in connection with the meeting (the "Stockholders' Meeting") to be called to consider the Merger, and (c) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, effective contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading; and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, ; or, in the case of the Joint Proxy Statement, when first mailed to the stockholders of Parent and the stockholders of the Company, or in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Parent Stockholders’ Meeting or the time of the Company Stockholders’ ' Meeting, will cause the Joint Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding All documents that Company is responsible for filing with the foregoingSEC and any other regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable law and any applicable rules or regulations thereunder, except that no representation is made by Parent Company with respect to statements made in any such documents therein based on information supplied by the Company Merger Partner or with respect to information concerning the Company Merger Partner or Sub which is incorporated by reference in such documentsthe Registration Statement or the Proxy Statement.

Registration Statement, Etc. None of the information supplied or to be supplied by Parent the Company for inclusion or incorporation by reference in (ai) the Registration Statement to be filed by Parent with the SEC in connection with the Parent Common Stock to be issued in the Merger (the "Registration Statement"), (bii) the Joint Proxy Statement to be mailed to the Company's stockholders in connection with the Stockholders' Meeting to be called to consider the Merger, and (ciii) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, effective contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading; and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, ; or, in the case of the Joint Proxy Statement, when first mailed to the stockholders of Parent and the stockholders of the Company, or in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Parent Stockholders’ Meeting or the time of the Company Stockholders’ ' Meeting, will cause the Joint Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding All documents that the foregoingCompany is responsible for filing with the SEC and any other regulatory agency in connection with the Merger will comply as to substance and form in all material respects with the provisions of applicable Law, except that no representation is made by Parent the Company with respect to statements made in any such documents therein based on information supplied by the Company or on behalf of Parent expressly for inclusion therein or with respect to information concerning the Company Parent or Merger Sub which is included or incorporated by reference in such documentsthe Registration Statement or the Proxy Statement.

Registration Statement, Etc. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (ai) the Registration Statement, (bii) the Joint Proxy Statement and (ciii) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, effective contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading; misleading and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, or, in the case of the Joint Proxy Statement, when first mailed to the stockholders of Parent and the stockholders of the Company, or in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Parent Stockholders’ Meeting or the time of the Company Stockholders’ ' Meeting, will cause the Joint Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to or be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding All documents that Parent is responsible for filing with the foregoingSEC and any other regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable Law, except that no representation is made by Parent with respect to statements made in any such documents therein based on information supplied by the or on behalf of Company expressly for inclusion therein or with respect to information concerning the Company which is included or incorporated by reference in such documentsthe Registration Statement or the Proxy Statement.

Registration Statement, Etc. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (ai) the Registration Statement, (bii) the Joint Proxy Statement and (ciii) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, effective contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading; misleading and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, or, in the case of the Joint Proxy Statement, when first mailed to the stockholders of Parent and the stockholders of the Company, or in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Parent Stockholders’ Meeting or the time of the Company Stockholders’ ' Meeting, will cause the Joint Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to or be stated 44 therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding All documents that Parent is responsible for filing with the foregoingSEC and any other regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable Law, except that no representation is made by Parent with respect to statements made in any such documents therein based on information supplied by the or on behalf of Company expressly for inclusion therein or with respect to information concerning the Company which is included or incorporated by reference in such documentsthe Registration Statement or the Proxy Statement.

Registration Statement, Etc. None of the information supplied or to be supplied by Parent the Target for inclusion or incorporation by reference in (a) the Registration Statementregistration statement to be filed by Parent with the SEC in connection with the Parent Common Stock to be issued in the transaction described herein, (b) the Joint Proxy Statement proxy statement/prospectus to be mailed to the holders of the Target Common Stock in connection with the Target’s Stockholder Meeting to be called to consider this Agreement, and (c) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, effective contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading; and, in the case of the Registration Statementregistration statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement registration statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, ; or, in the case of the Joint Proxy Statementproxy statement/prospectus, when first mailed to the stockholders of Parent and the stockholders holders of the CompanyTarget Common Stock, or in the case of the Joint Proxy Statement proxy statement/prospectus or any amendment thereof or supplement thereto, at the time of the Parent Stockholders’ Meeting or the time of the Company Stockholders’ Target’s Stockholder Meeting, will cause the Joint Proxy Statement proxy statement/prospectus or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation is made by Parent with respect to statements made in any such documents based on information supplied by the Company or with respect to information concerning the Company which is incorporated by reference in such documents.

Registration Statement, Etc. None of the information supplied or to be supplied by Parent the Company for inclusion or incorporation by reference in (a) the Registration StatementStatement to be filed by Parent with the SEC to register the shares of Parent Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT"), (b) the Joint Proxy Statement Statement/Prospectus (the "JOINT PROXY STATEMENT") to be mailed to the Company's stockholders in connection with the meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS' MEETING") to be called to consider this Agreement and to Parent's stockholders in connection with the meeting of Parent's stockholders (the "PARENT STOCKHOLDERS' MEETING") to be called to consider the Share Issuance and (c) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective, contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement or such supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading, or, in the case of the Joint Proxy Statement, when first mailed to the stockholders of Parent the Company and the stockholders of the CompanyParent, or in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Parent Company Stockholders’ ' Meeting or the time of the Company Parent Stockholders’ ' Meeting, will cause the Joint Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation is made by Parent the Company with respect to statements made in any such documents based on information supplied by the Company Parent or with respect to information concerning the Company Parent which is incorporated by reference in such documents.