Common use of Registration Statement, Etc Clause in Contracts

Registration Statement, Etc. None of the information supplied or to be supplied by Merger Partner for inclusion or incorporation by reference in (a) the Registration Statement, (b) the Proxy Statement 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, in the case of the Registration Statement, when it becomes effective, cause the Registration Statement to contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement, when first mailed to the stockholders of Company, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meeting, cause the 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 necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Merger Partner is responsible for filing with the SEC 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 Merger Partner with respect to statements made therein based on information supplied by Company or with respect to information concerning Company or Sub which is incorporated by reference in the Registration Statement or the Proxy Statement.

Registration Statement, Etc. None of the information supplied or to be supplied by Merger Partner Parent for inclusion or incorporation by reference in (a) the Registration Statement, Statement and (b) the Proxy Statement 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 filedfiled with the SEC, and, in the case of the Registration Statement, when it becomes effective, or at the time any amendment or supplement thereto becomes effective, cause the Registration Statement such documents to contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, orand, in the case of the Proxy Statement, when first mailed to the stockholders shareholders of Company, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the StockholdersShareholders' Meeting, cause the 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 necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Merger Partner Parent is responsible for filing with the SEC 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 Merger Partner Parent with respect to statements made therein based on information supplied by Company or with respect to information concerning Company or Sub which is incorporated by reference in the Registration Statement or the Proxy Statement.