Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Visionics for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Visionics, at the time the Registration Statement is declared effective by the SEC, shall not 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. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not 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. If at any time prior to the Effective Time any event with respect to Visionics or any of the Visionics Subsidiaries shall occur which is required to be described in the Joint Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of Identix.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Visionics Xxxxx for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Visionics, shall not at the time the Registration Statement is declared effective by the SEC, shall not SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein not misleading. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Registration Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not 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. The information supplied or to be supplied by Xxxxx for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Xxxxx or Oak, at the time of the Xxxxx Stockholders’ Meeting, at the time of the Oak Stockholders’ Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Xxxxx Stockholders’ Meeting or the Oak Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event with respect relating to Visionics Xxxxx or any of the Visionics Subsidiaries shall occur its Affiliates, officers or directors should be discovered by Xxxxx which is required to be described set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, such event Xxxxx shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of Identixinform Oak.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Visionics Finisar for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Visionics, shall not at the time the Registration Statement is declared effective by the SEC, shall not SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein not misleading. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Registration Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not 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. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event with respect relating to Visionics Finisar or any of the Visionics Subsidiaries shall occur its Affiliates, officers or directors should be discovered by Finisar which is required to be described set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, such event Finisar shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of Identixinform Optium.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Visionics Acquirer for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Visionics, shall not at the time the Registration Statement is declared effective by the SEC, shall not SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein not misleading. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Registration Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not 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. The information supplied by Acquirer for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders of Target, at the time of the Target Stockholder's Meeting, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Target Stockholders' Meeting which has become materially false or misleading. If at any time prior to the Effective Time Stockholders' Meetings any event with respect relating to Visionics Acquirer or any of the Visionics Subsidiaries shall occur its Affiliates, officers or directors should be discovered by Acquirer which is required to be described set forth in an amendment to the Joint Registration Statement or a supplement to the Proxy Statement/Prospectus, such event Acquirer shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of Identixinform Target.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Visionics Online for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Visionics, shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, shall not 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. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not SEC 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. The information supplied by Online for inclusion in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to either the shareholders of Omega or Online, at the time of either of the Shareholders Meetings or at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for either of the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event with respect or information should be discovered by Online which should be set forth in an amendment to Visionics the Registration Statement or any of the Visionics Subsidiaries shall occur which is required a supplement to be described in the Joint Proxy Statement/Prospectus, Online shall promptly inform Omega of such event shall be so describedor information. Notwithstanding the foregoing, and an amendment Online makes no representation, warranty or supplement shall be promptly filed covenant with respect to any information supplied by Omega, Newco or the SEC and, as required by law, disseminated to Merger Subs which is contained in any of the stockholders of Visionics and the stockholders of Identixforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Visionics TCA in writing for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Thoratec Common Stock to be issued in the Merger (the "REGISTRATION STATEMENTRegistration Statement") as it relates to VisionicsTCA, at the time the Registration Statement is declared effective by the SEC, shall not 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. The information to be supplied by Visionics TCA in writing for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix TCA in connection with the Visionics TCA Special Meeting and to the shareholders of Thoratec in connection with the Identix Thoratec Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENTJoint Proxy Statement/PROSPECTUSProspectus"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics TCA Special Meeting or and the Identix Thoratec Special Meeting Meeting, and at the Effective Time shall not 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. If If, at any time prior to the Effective Time Time, any event with respect to Visionics TCA or any of the Visionics its Subsidiaries shall occur which is required to be described in the Joint Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of IdentixTCA, Thoratec or both, as appropriate.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Visionics Newco for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to (or such other successor form as shall be issued in the Merger (the "REGISTRATION STATEMENT"appropriate) as it relates to Visionics, shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, shall not 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. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not SEC 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. The information supplied by Newco for inclusion in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to either of Omega's or Online's shareholders, at the times of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Online Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by Newco which should be set forth in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/ Prospectus, Newco will promptly inform Omega and Online of such event or information. Notwithstanding the foregoing, neither Newco nor Merger Subs makes any representation, warranty or covenant with respect to Visionics any information supplied by or on behalf of Online or any of the Visionics Subsidiaries shall occur its affiliates which is required to be described contained in any of the Joint Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of Identixforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Visionics Thoratec for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to VisionicsThoratec, the Thoratec Subsidiaries or Merger Sub, at the time the Registration Statement is declared effective by the SEC, shall not 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. The information to be supplied by Visionics Thoratec for inclusion in the joint proxy statementJoint Proxy Statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS")Prospectus, at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics TCA Special Meeting or and the Identix Thoratec Special Meeting Meeting, and at the Effective Time shall not 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. If at any time prior to the Effective Time Time, any event with respect to Visionics Thoratec or any of the Visionics Subsidiaries Thoratec Subsidiary (including Merger Sub) shall occur which is required to be described in the Joint Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders shareholders of Visionics and the stockholders of IdentixTCA, Thoratec or both, as appropriate.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Visionics CDnow for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Visionics, shall not at the time the Registration Statement is declared effective by the SEC, shall not SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein not misleading. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Registration Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not 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. If at any time prior to the Effective Time any event with respect to Visionics or any of the Visionics Subsidiaries shall occur which is required The information to be described supplied by CDnow for inclusion or incorporation by reference in the Joint Proxy Statement/ProspectusProspectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of CDnow or N2K, at the time of the CDnow Stockholders' Meeting and the N2K Stockholder's Meeting and at the Effective Time, contain any statement which, at such event time and in light of the circumstances under which it shall be so describedmade, and an amendment is false or supplement shall be promptly filed misleading with respect to any material fact, omit to state any material fact necessary in order to make the SEC andstatements made in the Joint Proxy Statement/Prospectus not false or misleading, as required by law, disseminated or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the stockholders solicitation of Visionics and proxies for the stockholders of IdentixCDnow Stockholders' Meeting or the N2K Stockholders' Meeting which has become false or misleading.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Visionics Promus for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Visionics, shall not at the time the Registration Statement is declared effective by the SEC, shall not SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein not misleading. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Registration Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not 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. The information to be supplied by Promus for inclusion in the Joint Proxy Statement/ Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of Promus or Doubletree, at the time of the Promus Stockholders' Meeting and the Doubletree Stockholder's Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/ Prospectus not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Promus Stockholders' Meeting or the Doubletree Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event with respect relating to Visionics Promus or any of the Visionics Subsidiaries shall occur which is required to its Affiliates, officers or directors should be described in the Joint Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of Identix.28

Registration Statement; Joint Proxy Statement/Prospectus. (a) The information supplied by Visionics the Representing Party for inclusion or incorporation by reference in the Registration Statement registration statement on Form S-4 registering the Identix pursuant to which shares of NPI Common Stock to be issued in the Merger will be registered with the SEC (the "REGISTRATION STATEMENTRegistration Statement") as it relates to Visionicsshall not contain, at the time the Registration Statement is declared effective by the SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein not misleading. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Registration Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not 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. If at any time prior The information supplied by the Representing Party for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement") to be sent to the stockholders of the Company in connection with the special meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders Meeting") and to the stockholders of NPI in connection with the special meeting of NPI's stockholders to consider the issuance of NPI Common Stock in connection with the Merger (the "NPI Stockholders Meeting") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of NPI and the Company, at the time of the Company Stockholders Meeting, at the time of the NPI Stockholders Meeting and at the Effective Time Time, contain any event statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to Visionics any matter or omit to state any of material fact necessary in order to make the Visionics Subsidiaries shall occur which is required to be described statements contained in the Joint Proxy Statement/Prospectus, such event shall be so described, and an amendment Statement not false or supplement shall be promptly filed misleading or omit to state any material fact necessary to correct any statement in any earlier communication with the SEC and, as required by law, disseminated respect to the stockholders solicitation of Visionics and proxies for the stockholders of IdentixNPI Stockholders Meeting or the Company Stockholders Meeting which has become false or misleading.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Visionics E-Mobile or its Subsidiaries or about E-Mobile or its Subsidiaries by E-Mobile's agents for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Visionics, shall not at the time the Registration Statement is declared effective by the SEC, shall not SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein not misleading. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Registration Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not 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. The information to be supplied by E-Mobile or its Subsidiaries or about E-Mobile or its Subsidiaries by E-Mobile's agents for inclusion in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of E-Mobile or Western Power, at the time of the E-Mobile Stockholders' Meeting and the Western Power Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the E-Mobile Stockholders' Meeting or the Western Power Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event with respect relating to Visionics E-Mobile or any of its Affiliates, officers or directors should be discovered by E-Mobile which should be set forth in an amendment to the Visionics Subsidiaries shall occur which is required Registration Statement or a supplement to be described in the Joint Proxy Statement/Prospectus, such event E-Mobile shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Visionics and the stockholders of Identixinform Western Power.