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

Registration Statement; Proxy Statement/Prospectus. None of the information supplied by Parent for inclusion in the Registration Statement shall, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement 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. None of the information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus shall, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or Parent's stockholders, at the time of the Company Stockholders' Meeting or the Parent 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 or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by the Company which is contained in the Registration Statement or Joint Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the (a) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Registration Statement shallshall not, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement 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. None of the information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus shall, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or Parent's stockholders, at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or 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 contained therein, in light of the circumstances under which they are were made, not false misleading. (b) The information to be supplied by Parent for inclusion (or misleading incorporation by reference, as the case may be) in the Proxy Statement shall not on the date the Proxy Statement is first mailed to the stockholders of the Company and Parent, at the time of the Company Stockholder Meeting or Parent Stockholder Meeting 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 otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to constituting a solicitation of proxies by Parent and the Company Stockholders' for the Company Stockholder Meeting or the Parent Stockholders' Stockholder Meeting which has in the interim become false or misleading. misleading in any material respect. (c) The Joint Proxy Statement/Prospectus Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding Act and the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by the Company which is contained in the Registration Statement or Joint Proxy Statement/Prospectusrules and regulations thereunder.

Registration Statement; Proxy Statement/Prospectus. None of the (a) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Registration Statement shallon Form S-4 (or such successor form as shall then be appropriate) shall not, at the time such document is filedfiled with the SEC, at the time it is amended or supplemented, or at the time the Registration Statement 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. None of the information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus shall, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or Parent's stockholders, at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or 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 contained therein, in light of the circumstances under which they are were made, not false misleading. (b) The information to be supplied by Parent for inclusion in the Proxy Statement to be sent to the stockholders of Parent and the Company in connection with (i) the Company Stockholder Meeting and (ii) the Parent Stockholder Meeting, shall not on the date the Proxy Statement is first mailed to the stockholders of Parent and the Company, at the time of Company Stockholder Meeting or misleading Parent Stockholder Meeting 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 contained therein, in light of the circumstances under which they were made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to constituting a solicitation of proxies by the Company Stockholders' and Parent for the Company Stockholder Meeting or the Parent Stockholders' Stockholder Meeting which has in the interim become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form misleading in all any material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by the Company which is contained in the Registration Statement or Joint Proxy Statement/Prospectusrespect.

Registration Statement; Proxy Statement/Prospectus. None of the information supplied by Parent AWS in writing for inclusion in the Registration Statement shall, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement is declared effective by the SECSEC and at date of the TeleCorp Stockholders Meeting, 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. None of the information supplied by Parent AWS for inclusion in the Joint Proxy Statement/Prospectus shallStatement in connection with the TeleCorp Stockholders' Meeting will, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company's stockholders or Parent's stockholders, of TeleCorp and at the time date of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or at the Effective TimeTeleCorp Stockholders Meeting, 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 false or misleading or omit to state misleading. If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the Company Stockholders' Meeting Effective Time any event relating to AWS or any of its Affiliates, officers or directors should be discovered by AWS which should be set forth in an amendment or supplement to the Parent Stockholders' Meeting which has become false Registration Statement or misleading. The Joint an amendment or supplement to the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act, AWS shall promptly inform TeleCorp. Notwithstanding the foregoing, Parent AWS makes no representation, representation or warranty or covenant with respect to any information supplied by the Company TeleCorp which is contained in the Registration Statement or Joint Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the The information supplied by Parent for inclusion or incorporation by reference in the Registration Statement shallas it relates to Parent, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement is declared effective by the SEC, 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 therein not misleading. The information supplied by Parent for inclusion in the Company Proxy Statement/Prospectus and Parent Proxy Statement, at the date the Company Proxy Statement/Prospectus is first mailed to Company’s stockholders and the time the Parent Proxy Statement is first mailed to the Parent’s stockholders, at the time of the Company Special Meeting and Parent Special Meeting and at the Effective Time 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 therein, in light of the circumstances under which they were made, not misleading. None If at any time prior to the Effective Time any event with respect to Parent or any of the information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus shall, on the date the Joint Proxy Statement/Prospectus Subsidiaries shall occur which is first mailed to the Company's stockholders or Parent's stockholders, at the time of the Company Stockholders' Meeting or the Parent 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 described in the Parent Proxy Statement, such event shall be so described, and an amendment or necessary in order to make supplement shall be promptly filed with the statements thereinSEC and, in light of the circumstances under which they are madeas required by law, not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect disseminated to the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions stockholders of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by the Company which is contained in the Registration Statement or Joint Proxy Statement/ProspectusCompany.

Registration Statement; Proxy Statement/Prospectus. None of the The information supplied by Parent Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statement shallshall not, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement 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. None of the The information supplied by Parent Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Joint Proxy Statement/Prospectus shallStatement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company's stockholders or ParentAcquiror's stockholders, at the time of the Company Stockholders' Acquiror Stockholders Meeting or the Parent Stockholders' Meeting or and at the Effective Time, contain any untrue statement of a which, at such time, is false or misleading with respect to any material fact 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 made, 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 Company Stockholders' Meeting solicitation of proxies by or on behalf of Acquiror for the Parent Stockholders' Acquiror Stockholders Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the Registration Statement or Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. None Subject to the accuracy of the information supplied by representations of the Company in Section 2.13, the registration statement (the "Registration Statement") pursuant to which the Parent for inclusion Common Stock to be issued in the Registration Statement shallMerger will be registered with the SEC shall not, at the time such document is filed, at the time amended or supplemented, or 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, included therein not false or misleading. None of the The information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus shallwill not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or Parent's stockholders, at the time of the Company Stockholders' Stockholders Meeting or the Parent Stockholders' Meeting or and at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact fact, or will 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 false or misleading misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Company Stockholders' Meeting or solicitation of proxies for the Parent Stockholders' Stockholders Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as If at any time prior to form in all material respects with the provisions Effective Time any event relating to Parent, Merger Sub or any of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by the Company which is contained in the Registration Statement or Joint Proxy Statement/Prospectus.their 17

Registration Statement; Proxy Statement/Prospectus. None of the (a) The information to be supplied by Tyco or Parent for inclusion or incorporation by reference in the Registration Statement shallwill not, at the time such document is filed, at the time amended or supplemented, or 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 included therein, in light of the circumstances under which they were made, not misleading. None The Registration Statement (including any amendments thereto), when filed, will comply as to form in all material respects with the requirements of the 1933 Act. (b) The information to be supplied by Tyco or Parent for inclusion or incorporation in the Joint Proxy Statement/Prospectus shallwill not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or Parent's stockholders, at the time of the Company Stockholders' Stockholders Meeting or the Parent Stockholders' Meeting or and at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact fact, or will 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 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 Stockholders' Meeting or the Parent Stockholders' Stockholders Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act. . (c) Notwithstanding the foregoing, Parent makes and Merger Subsidiary make no representation, representation or warranty or covenant with respect to any information supplied by the Company which is contained in, or furnished in connection with the preparation of, the Registration Statement or Joint the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None Subject to the accuracy of the information supplied by Parent for inclusion representations of the Company in Section 2.12, the Registration Statement shallshall not, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement (including 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, included therein not misleading. None of the The information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus shallwill not, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or Parent's stockholdersof the Company and, if required, Parent at the time of the Company Stockholders' Stockholders Meeting or and, if required, the Parent Stockholders' Stockholders Meeting or 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 thereinwhich, at such time and in light of the circumstances under which they are it shall be made, not is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to correct make any statement in any earlier communication with respect to the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become made therein not false or misleading. The Joint If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus Prospectus, Parent or Merger Sub will comply as to form in all material respects with promptly inform the provisions of the Securities ActCompany. Notwithstanding the foregoing, Parent makes and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied by the Company which is contained or incorporated by reference in any of the Registration Statement or Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. None of the (a) The information to be supplied by Parent for inclusion (or incorporation by reference, as the case may be) in the Registration Statement shallshall not, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement 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. None of the information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus shall, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or Parent's stockholders, at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting or 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 otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they are were made, not false misleading. (b) The information to be supplied by Parent for inclusion (or misleading incorporation by reference, as the case may be) in the Proxy Statement shall not on the date the Proxy Statement is first mailed to the stockholders of the Company, at the time of the Special Meeting 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 otherwise necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to constituting a solicitation of proxies by the Company Stockholders' Meeting or for the Parent Stockholders' Special Meeting which has in the interim become false or misleading. misleading in any material respect. (c) The Joint Proxy Statement/Prospectus Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding Act and the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by the Company which is contained in the Registration Statement or Joint Proxy Statement/Prospectusrules and regulations thereunder.

Registration Statement; Proxy Statement/Prospectus. None of the The information supplied by Parent Angiotech and Merger Sub expressly for inclusion the purpose of including the information, or incorporating the information by reference, in the Registration Statement shallor Proxy Statement/Prospectus as it relates to Angiotech or Merger Sub, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement is declared effective by the SEC, at the time of the Cohesion Stockholder Meeting, at the Effective Time and at the date the Proxy Statement/Prospectus is first mailed to stockholders, 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, therein not misleading. None of If at any time prior to the information supplied by Parent for inclusion Effective Time any event shall occur which is required to be described in the Joint Registration Statement or Proxy Statement/Prospectus shallProspectus, on such event shall be so described, and an amendment or supplement shall be promptly filed with the date the Joint Proxy Statement/Prospectus is first mailed SEC and, as required by law, disseminated to the Company's stockholders or ParentCohesion's stockholders, at the time of the Company Stockholders' Meeting or the Parent 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 or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent Angiotech makes no representation, representation or warranty or covenant with respect to any information supplied by the Company Cohesion which is contained in the Registration Statement or Joint Proxy Statement/Prospectus.