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 Proxy Statement shall, on the date the Proxy Statement is first mailed to the stockholders of the Company, at the time of Company Stockholders' 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. The Registration Statement 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 Proxy Statement.

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 Proxy Statement shall, on the date the Proxy Statement is first mailed to the stockholders Stockholders of the Company, at the time of Company Stockholders' 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. The Registration Statement 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 Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. None of the The information supplied by Parent Buyer for inclusion or incorporation by reference in the Registration Statement shallas it relates to Buyer, 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 Buyer for inclusion in the Proxy Statement/Prospectus to be sent to the shareholders of Seller in connection with the Seller Special Meeting, at the date the Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Seller 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 Buyer or any of the information supplied by Parent for inclusion Buyer Subsidiaries shall occur which is required to be described in the Proxy Statement shallStatement/Prospectus, on such event shall be so described, and an amendment or supplement shall be promptly filed with the date the Proxy Statement is first mailed SEC and, as required by law, disseminated to the stockholders shareholders of the Company, at the time of Company Stockholders' 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. The Registration Statement 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 Proxy StatementSeller.

Registration Statement; Proxy Statement/Prospectus. None of the The information supplied by Parent the Acquiror for inclusion in the Registration Statement shallof the Acquiror (the "Registration Statement") pursuant to which the shares of Acquiror Common Stock to be issued in the Merger 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 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 the light of the circumstances under which they were made, not misleading. None If at any time prior to the Effective Time any event relating to the Acquiror or any of its affiliates, officers or directors should be discovered by the information supplied by Parent for inclusion Acquiror which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement shallStatement/Prospectus, on the date the Proxy Statement is first mailed to the stockholders of Acquiror shall promptly inform the Company, at the time of Company Stockholders' 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent the Acquiror makes no representation, warranty representation or covenant with respect to any information supplied by the Company which is contained in the Registration Statement or Proxy Statement.warranty

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied or to be supplied by Parent the Company for inclusion or incorporation by reference in the Corvis registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Corvis Common Stock to be issued in the Merger will be registered with the Securities and Exchange Commission (the "SEC") (including any amendments or supplements, the "Registration Statement Statement") shall, at the time such document is filed, at the time filed (or if amended or supplementedsuperceded by a subsequent filing, or then on the date of such filing), and 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 If at any time prior to the information supplied Effective Time any event relating to the Company, its officers and directors should occur which is required to be set forth in an amendment or supplement to the Registration Statement, the Company shall promptly inform Corvis, and, to the extent determined by Parent for inclusion in Corvis to be necessary, such event shall be so described, and such amendment or supplement shall be promptly filed with the Proxy Statement shallSEC and, on the date the Proxy Statement is first mailed as required by Law, disseminated to the stockholders of the Company, at the time of Company Stockholders' 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 necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. The Registration Statement 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 Proxy StatementCorvis.