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

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries for inclusion in the Registration Statement pursuant to which the FAFCO Common Shares to be issued in the Merger will be registered with the SEC shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the 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 the Company or any of its Subsidiaries for inclusion in the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to the shareholders of the Company, at the time of the Company Shareholders Meeting and 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 the Company Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform FAFCO.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company Parent and its Subsidiaries Merger Sub for inclusion in the Registration Statement pursuant to which the FAFCO Common Shares to be issued in the Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC 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 the Company or any of its Subsidiaries Parent for inclusion in the Proxy Statement/Prospectus shall Statement will not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders of the Company’s stockholders, and at the time of the Company Shareholders Meeting and at the Effective TimeStockholders Meeting, 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 it is 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 Company Shareholders Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied by the Company shall promptly inform FAFCOor any third party which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries for inclusion in the Registration Statement registration statement of Parent on Form S-4 pursuant to which the FAFCO shares of Parent Common Shares to be Stock issued in the Merger will be registered with the SEC (the "Registration Statement") shall not contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain SEC, 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 thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or any of its Subsidiaries for inclusion in the proxy statement/prospectus (the "Proxy Statement/Prospectus ") 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 "Stockholders Meeting") shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the Company, at the time of the Company Shareholders Stockholders Meeting and or at the Effective Time, contain any statement which, at such timetime 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 therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; 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 Company Shareholders Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or information any of its affiliates should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform FAFCOParent.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Company and its Subsidiaries for inclusion in the Registration Statement registration statement on Form S-4 pursuant to which the FAFCO shares of Buyer Common Shares to be Stock issued in connection with the Merger will be registered with under the SEC Securities Act (the "Registration Statement"), shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the 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 thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Company or any of its Subsidiaries for inclusion in the proxy statement/prospectus (the "Proxy Statement/Prospectus ") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Meeting") shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the Company, at the time of the Company Shareholders Meeting and at the Effective Time, contain any statement which, at such timetime 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 therein, in light of the circumstances under which they are made, 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 Company Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform FAFCO.Effective

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries for inclusion in the Registration Statement pursuant to which the FAFCO Common Shares Parent Class A Stock to be issued in the Company Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC 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 the Company or any of and its Subsidiaries for inclusion in the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to the shareholders of the Company, at the time of the Company Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading 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 the Company Shareholders Meeting which has become false or misleading. If at any time prior to Notwithstanding the Effective Time any event foregoing provisions of this Section 3.25, no representation or information should be discovered warranty is made by the Company which should be set forth with respect to statements included in an amendment to the Registration Statement or a supplement to the Proxy Statement/ProspectusProspectus based on information supplied by FACO, the Company shall promptly inform FAFCOParent or any Merger Sub for inclusion therein.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company Parent and its Subsidiaries Merger Sub for inclusion in the Registration Statement pursuant to which the FAFCO Common Shares to be issued in the Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC 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 the Company or any of its Subsidiaries Parent for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders of the Company's stockholders, at the time of the Company Shareholders Stockholders Meeting and 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 it is 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 Company Shareholders Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any 38 44 event or information should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied by the Company shall promptly inform FAFCOor any third party which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries 3Com for inclusion in the Registration Statement pursuant to which the FAFCO Common Shares to be issued in the Merger will be registered with the SEC shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the 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 thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or any of its Subsidiaries 3Com for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the CompanyUSR and 3Com, at the time of the Company Shareholders Meeting Stockholders' Meetings and at the Effective Time, contain any statement which, at such timetime 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 therein, in light of the circumstances under which they are made, 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 Company Shareholders Meeting Stockholders' Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to 3Com or information any of its Affiliates, officers or directors should be discovered by the Company 3Com which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company 3Com shall promptly inform FAFCOUSR.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries USF for inclusion in the Registration Statement pursuant to which the FAFCO Common Shares to be issued in the Merger will be registered with the SEC shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the 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 thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or any of its Subsidiaries USF for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the Company, at the time of the Company Shareholders Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime 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 therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement with respect to USF and its Subsidiaries in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to USF or information any of its Affiliates, officers or directors should be discovered by the Company become known to USF which should be set forth in an amendment or supplement to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company USF shall promptly inform FAFCOthe Company.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company and its Subsidiaries for inclusion in Section 2.14, the Registration Statement pursuant to which the FAFCO Parent Common Shares to be issued in the Merger merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC and 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 included therein, in light of the circumstances under which they were made, not misleading. The Subject to the accuracy of the representations of the Company in Section 2.13, the information supplied by the Company or any of its Subsidiaries Parent for inclusion in the Proxy Statement/Prospectus shall will not, on the date the Proxy Statement/Prospectus is first mailed to the shareholders of the Companyshareholders, at the time of the Company Shareholders Shareholders' Meeting and at the Effective Time, contain any statement which, which at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will 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 made, included therein 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 Company Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or information any of their respective affiliates, officers or directors should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company shall promptly inform FAFCOwhich is contained in, or furnished in connection with the preparation of, any of the foregoing.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company and its Subsidiaries for inclusion in the Registration Statement registration statement on Form S-4 pursuant to which the FAFCO shares of USF Common Shares to be Stock issued in the Merger will be registered with the SEC (the "Registration Statement"), shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the 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 thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or any of its Subsidiaries for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders (the "Stockholders' Meeting") to consider this Agreement and the Merger (the "Proxy Statement/Prospectus ") shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the Company, at the time of the Company Shareholders Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime 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 therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement with respect to the Company in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or information any of its Affiliates, officers or directors should be discovered by become known to the Company which should be set forth in an amendment or supplement to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform FAFCOUSF.

Registration Statement; Proxy Statement/Prospectus. The Target will ensure that the information supplied by the Company and its Subsidiaries Target for inclusion in the Registration Statement registration statement on Form S-3 pursuant to which the FAFCO shares of Buyer Common Shares to be Stock issued in the Merger will be registered with the SEC (the "Registration Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the 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 thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or any of its Subsidiaries Target for inclusion in the proxy statement/prospectus (the "Proxy Statement/Prospectus ") to be sent to the stockholders of Target in connection with the meeting of Target's stockholders to consider this Agreement and the Merger (the "Target Stockholders' Meeting") shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the CompanyTarget, at the time of the Company Shareholders Meeting and Target Stockholders' Meeting, or at the Effective Time, contain any statement which, at such timetime 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 therein, in light of the circumstances under which they are made, 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 Company Shareholders Target Stockholders' Meeting Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Target or information any of its Affiliates, officers or directors should be discovered by the Company Target which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company Target shall promptly inform FAFCOBuyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied or to be supplied by the Company and CoreComm or its Subsidiaries Affiliates for inclusion in or incorporation by reference in the Registration Statement pursuant to which the FAFCO Common Shares to be issued in the Merger will be registered with the SEC shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC under the Securities Act, 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 thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by the Company or any of its Subsidiaries CoreComm for inclusion in the Proxy Statement/Prospectus Statement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to the shareholders stockholders of the CompanyCoreComm, at the time of the Company Shareholders Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime 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 therein, in light of the circumstances under which they are made, 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 Company Shareholders Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to CoreComm or information any of its Affiliates, officers or directors should be discovered by the Company CoreComm which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company CoreComm shall promptly inform FAFCOATX.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company FACO and its Subsidiaries affiliates for inclusion in the Registration Statement pursuant to which the FAFCO Common Shares Parent Class A Stock to be issued in the Company Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC 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 the Company or any of FACO and its Subsidiaries affiliates for inclusion in the Proxy Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is first mailed to the shareholders of the Company, at the time of the Company Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading 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 the Company Shareholders Meeting which has become false or misleading. If at any time prior Notwithstanding the foregoing provisions of this Section 4.25, no representation or warranty is made by FACO with respect to the Effective Time any event or information should be discovered by the Company which should be set forth statements included in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Prospectus based on information supplied by the Company shall promptly inform FAFCOfor inclusion therein.