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

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Company in writing for inclusion in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "FORM S-4") will, at the time the Form S-4 becomes effective under the Securities Act, 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, not misleading; and (ii) the proxy statement/prospectus to be filed with the SEC by Parent and Company pursuant to Section 5.1(a) hereof (the "PROXY STATEMENT/PROSPECTUS") will, at the date or dates mailed to the shareholders of Company, at the time of the shareholders meeting of Company (the "COMPANY GENERAL MEETING") in connection with the transactions contemplated hereby, 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, not misleading. With respect to the information supplied or to be supplied by Company in writing for inclusion in the Proxy Statement/Prospectus only, the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Form S-4 or a supplement to the Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information other than the information supplied or to be supplied by Company in writing for inclusion in the Form S-4 or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Company Parent (as such information may be amended or supplemented in accordance with the procedures set forth in Section 5.4 prior to the effectiveness of the Form S-4, or prior to the date the Proxy Statement/ Prospectus is mailed to the stockholders of the Company, or prior to the Effective Time, as the case may be) in writing specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be will, at the time the Form S-4 is filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "FORM S-4") will, and at the time the Form S-4 becomes effective under the Securities Act, 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 made therein, in light of the circumstances under which they are were made, not misleading; and (ii) the proxy statement/prospectus to be filed with the SEC by Parent and Company pursuant to Section 5.1(a) hereof (the "PROXY STATEMENT/PROSPECTUS") Proxy Statement/ Prospectus will, at the date or dates the Proxy Statement/ Prospectus is mailed to the shareholders of Company, at the time stockholders of the shareholders meeting Company and as of Company (the "COMPANY GENERAL MEETING") in connection with the transactions contemplated herebyEffective 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 made therein, in light of the circumstances under which they are were made, not misleading. With ; provided, however, that, Parent makes no representation or warranty with respect to the any information supplied provided by or required to be supplied provided by the Company in writing and/or by its auditors, legal counsel or financial advisors specifically for inclusion use in the Proxy Statement/Prospectus only, Form S-4 or the Proxy Statement/Statement/ Prospectus. The Form S-4 and the Proxy Statement/ Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act Act, respectively, and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Form S-4 or a supplement to the Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information other than the information supplied or to be supplied by Company in writing for inclusion in the Form S-4 or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None Subject to the -------------------------------------------------- accuracy of the information supplied or to be supplied by representations of the Company made in writing for inclusion in (i) Section 2.19, the registration statement on Form S-4 (or such other or successor form as shall be appropriate), (including any amendments or supplements thereto, the "Registration Statement"), pursuant to which the shares of Parent Common Stock to be filed issued in the Merger will be registered with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "FORM S-4") willshall not, at the time the Form S-4 Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, or at the time of the Company Stockholders' Meeting (in each case as supplemented or amended through such time), contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading. The written information supplied by Parent specifically for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting, or 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, in light of the circumstances under which they are made, not false or misleading; and (ii) the proxy statement/prospectus to be filed with the SEC by Parent and Company pursuant to Section 5.1(a) hereof (the "PROXY STATEMENT/PROSPECTUS") will, at the date or dates mailed to the shareholders of Company, at the time of the shareholders meeting of Company (the "COMPANY GENERAL MEETING") in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein or necessary correct any statement in order to make the statements therein, in light of the circumstances under which they are made, not misleading. With any earlier communication with respect to the information supplied or to be supplied by Company in writing for inclusion in the Proxy Statement/Prospectus only, the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Form S-4 or a supplement to the Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information other than the information supplied or to be supplied by Company in writing for inclusion in the Form S-4 or the Proxy Statement/Prospectus.solicitation of

Registration Statement; Proxy Statement/Prospectus. None (a) As promptly as practicable after the date of this Agreement (but in no event later than 30 days following the information supplied or to be supplied by Company date of this Agreement), Parent shall, in writing for inclusion in (i) cooperation with the registration statement on Form S-4 Company, prepare and cause to be filed with the SEC SEC, the Registration Statement, in which the Proxy Statement/Prospectus will be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued by virtue of the Merger or the Conversion. Each of Parent and the Company shall use their commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take all or any action required under any applicable federal, state, securities and other Laws in connection with the issuance of the shares of Parent Common Stock in pursuant to the Merger or as a result the Conversion. Each of the Merger Parties shall furnish all information concerning itself and their Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement/Prospectus. (b) Parent covenants and agrees that the "FORM S-4") willRegistration Statement (and the letter to stockholders, at notice of meeting and form of proxy included therewith), will comply with applicable U.S. federal securities laws and the time the Form S-4 becomes effective under the Securities ActDGCL in all material respects, and will 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 made therein, in light of the circumstances under in which they are were made, not misleading; . The Company covenants and (ii) agrees that the proxy statement/prospectus information supplied, or to be filed with the SEC supplied, by Parent and Company pursuant to Section 5.1(a) hereof (the "PROXY STATEMENT/PROSPECTUS") will, at the date or dates mailed to the shareholders of Company, at the time on behalf of the shareholders meeting Company or any of its Subsidiaries to Parent for inclusion in the Registration Statement (including the Company (the "COMPANY GENERAL MEETING"Financial Statements) in connection with the transactions contemplated hereby, will not contain any 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 thereinsuch information, in light of the circumstances under in which they are were made, not misleading. With Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information supplied or to be supplied by Company furnished in writing by the Company or any of its Subsidiaries or any of their representations specifically for inclusion in therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. The Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), including any amendments thereto, shall be subject to the Company’s advance review and reasonable approval. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement, including the Proxy Statement/Prospectus onlyProspectus, the Proxy Statement/Prospectus will to comply as to form in all material respects with the provisions of the Exchange Act and the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC thereunder, or its staff and to have the Israeli Companies Law and Registration Statement declared effective under the rules and regulations promulgated thereunderSecurities Act as promptly as practicable after it is filed with the SEC. Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to holders of Parent Common Stock as promptly as practicable after the Registration Statement is declared effective under the Securities Act. If at Parent, Merger Sub or the Company become aware of any time prior event or information that, pursuant to the Effective TimeSecurities Act or the Exchange Act, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth disclosed in an amendment to the Form S-4 or a supplement to the Registration Statement or Proxy Statement/Prospectus, Company as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent. Notwithstanding the foregoing, ’s stockholders. (c) The Company makes no representation or warranty with respect will use commercially reasonable efforts to any information other than the information supplied or cause to be supplied delivered to Parent a consent letter of the Company’s independent accounting firm, dated no more than two Business Days before the date on which the Registration Statement becomes effective, that is customary in scope and substance for consent letters delivered by Company independent public accountants in writing for inclusion in connection with registration statements similar to the Form S-4 or the Proxy Registration Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock Shares in or as a result of the Merger (including amendments thereto) (the "FORM Form S-4") will, at the time the Form S-4 becomes effective under the Securities Act, 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, not misleading; and (ii) the proxy statement/prospectus to be filed with the SEC by Parent and the Company pursuant to Section 5.1(a) 5.3 hereof (the "PROXY STATEMENTProxy Statement/PROSPECTUSProspectus") will, at the date or dates mailed to the shareholders stockholders of the Company, at the time of the shareholders stockholders meeting of the Company (the "COMPANY GENERAL MEETING") in connection with the transactions contemplated herebyhereby (the "Company Stockholders' Meeting") or as of 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, in light of the circumstances under which they are made, not misleading. With respect to the information supplied or to be supplied by Company in writing for inclusion in the Proxy Statement/Prospectus only, the The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Form S-4 or a supplement to the Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information other than the information supplied or to be supplied by Company Parent or Merger Sub which is contained in writing for inclusion in any of the Form S-4 or the Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied or to be supplied by Company Parent in writing specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "FORM S-4") will, at the time the Form S-4 is filed with the SEC and at the time the Form S-4 becomes effective under the Securities Act, 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 made therein, in light of the circumstances under which they are were made, not misleading; and (ii) the proxy statementProxy Statement/prospectus to be filed with the SEC by Parent and Company pursuant to Section 5.1(a) hereof (the "PROXY STATEMENT/PROSPECTUS") Prospectus will, at the date or dates the Proxy Statement/Prospectus is mailed to the shareholders of Company, at the time stockholders of the shareholders meeting Company and the stockholders of Company (Parent and as of the "COMPANY GENERAL MEETING") in connection with the transactions contemplated herebyEffective 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 made therein, in light of the circumstances under which they are were made, not misleading. With Notwithstanding the foregoing, Parent makes no representation or warranty with respect to the any information supplied provided by or required to be supplied provided by the Company and/or by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in writing for inclusion in the Form S-4 or the Proxy Statement/Prospectus only, Prospectus. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act Act, respectively, and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Form S-4 or a supplement to the Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information other than the information supplied or to be supplied by Company in writing for inclusion in the Form S-4 or the Proxy Statement/Prospectus.