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

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective by the SEC,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. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at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 and at the Effective Time, contain any statement that, 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 by or on behalf of the Company for the Company Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to Acquiror or any Acquiror Subsidiary, or their respective officers or directors, should be discovered by Acquiror that should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, as the case may be, Acquiror shall promptly inform the Company. All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required (a) Subject to the accuracy of the representations of the Company in Section 2.13: (i) the Registration Statement, as it may be amended, pursuant to which the Guarantor Common Shares to be supplied by Acquiror (except to issued in connection with the extent revised or superseded by amendments or supplements) for inclusion in Offer and the Registration Statement Merger will be registered with the SEC shall not, at the time respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or 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 not misleading; (ii) neither the Offer Documents nor any of the information supplied by Guarantor or Acquiror specifically for inclusion in the Schedule 14D-9 will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company or become effective under the Securities Act, or at any time Acquiror accepts for exchange Shares pursuant to the Offer, 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 not misleading; and (iii) the Proxy Statement/Prospectus will not, at the time the Proxy Statement/Prospectus is filed with the SEC or first sent to stockholders or at the time of the Company 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, at such time and in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by Acquiror . (except to the extent revised or superseded by amendments or supplementsb) 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 and at the Effective Time, contain any statement that, 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 by or on behalf of the Company for the Company Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to Acquiror or any Acquiror Subsidiaryof its affiliates, or their respective officers or directors, directors should be discovered by Acquiror that which should be set forth in an amendment to the Registration Statement or a supplement to the Registration Statement Offer Documents, the 14D-9 or the Proxy Statement, as the case may be/Prospectus, Acquiror shall will promptly inform the Company. All documents that Acquiror is responsible for filing with . (c) The Offer Documents, the SEC in connection with the transactions contemplated herein will Registration Statement and Proxy Statement/Prospectus shall comply as to form and substance in all material respects with the applicable requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, Acquiror makes no representation or warranty with respect to any information supplied by the Company which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror Cohesion expressly for the purpose of including the information or required to be supplied incorporating the information by Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion reference in the Registration Statement shall noton Form F-4 registering the Angiotech Common Stock to be issued in connection with the Merger (the "REGISTRATION STATEMENT") as it relates to Cohesion, 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 Cohesion expressly for the purpose of including the information in the proxy statement/prospectus to be sent to Cohesion's stockholders in connection with the Cohesion Stockholder Meeting (such proxy statement/prospectus, as amended and supplemented is referred to herein as the "PROXY STATEMENT/PROSPECTUS"), at the date the Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Cohesion Stockholder 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 Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) 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 and at the Effective Time, contain any statement that, 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 by or on behalf of the Company for the Company Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating with respect to Acquiror or any Acquiror SubsidiaryCohesion shall occur which is required to be described in the Proxy Statement/Prospectus, or their respective officers or directorssuch event shall be so described, should be discovered by Acquiror that should be set forth in and an amendment or a supplement shall be promptly filed with the SEC and, as required by law, disseminated to Cohesion's stockholders. Notwithstanding the foregoing, Cohesion makes no representation or warranty with respect to any information supplied by Angiotech or Merger Sub which is contained in the Registration Statement or the Proxy Statement, as the case may be, Acquiror shall promptly inform the Company. All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised ATX or superseded by amendments or supplements) its Affiliates for inclusion in or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of ATX Common Stock issuable in the Merger and the Recapitalization will be registered with the SEC (the "Registration Statement Statement") shall not, not at the time the Registration Statement is declared effective by the SECSEC under the Securities Act of 1933, as amended, 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 Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) ATX for inclusion in the proxy statement/prospectus (the "Proxy Statement Statement") to be sent to the stockholders of CoreComm in connection with its meeting of stockholders to consider this Agreement and the Merger (collectively, the "Stockholders' Meeting") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, stockholders of CoreComm at the time of the Company Stockholders Stockholders' Meeting and at the Effective Time, contain any statement thatwhich, 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 by or on behalf of the Company for the Company Stockholders Stockholders' Meeting that which has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to Acquiror ATX or any Acquiror Subsidiaryof its Affiliates, or their respective officers or directors, directors should be discovered by Acquiror that ATX which should be set forth in an amendment to the Registration Statement or a supplement to the Registration Statement or the Proxy Statement, as the case may be, Acquiror ATX shall promptly inform the Company. All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange ActCoreComm.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the Registration Statement (as defined in Section 3.11) shall not, not 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. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus to be sent to the shareholders of the Seller in connection with the meeting of the Seller's shareholders to consider the Merger (the "Seller Shareholders' Meeting'") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement/Prospectus") shall not, on not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders Seller Shareholders' Meeting and at the Effective Time, contain any statement that, at such time, is be false or misleading with respect to any material factfact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the 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 by or on behalf of the Company for the Company Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to Acquiror the Seller or any Acquiror Subsidiaryof its affiliates, or their respective officers or directors, directors should be discovered by Acquiror that the Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Registration Statement or the Proxy Statement/Prospectus, as the case may be, Acquiror Seller shall promptly inform the Company. All documents that Acquiror Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is responsible for filing with the SEC contained in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements any of the Securities Act and the Exchange Actforegoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement shall notregistration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock will be registered with the SEC (the "REGISTRATION STATEMENT") does not and will not contain, at the time the information is supplied and when the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact nor does or will it omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Proxy Statement shall proxy statement/prospectus (the "PROXY STATEMENT") to be sent to the shareholders of the Company in connection with the special meeting of the Company's shareholders to consider this Agreement and the Merger (the "SHAREHOLDERS MEETING") does not and will not, on at the date time the Proxy Statement is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders Meeting and Shareholders Meeting, or at the Effective Time, contain any statement thatwhich, 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 by or on behalf of the Company for the Company Stockholders Shareholders Meeting that which has become false or misleading. Notwithstanding ; provided, however, that no representation or warranty is made by the foregoing, Acquiror makes no representation, warranty or covenant Company with respect to any information related to, or supplied by, the Parent, its affiliates or required to be supplied by the Company that is contained in or omitted from any of the foregoing documentsadvisors. If at any time prior to the Effective Time any event or circumstance relating to Acquiror the Company or any Acquiror Subsidiary, or their respective officers or directors, of its affiliates should be discovered by Acquiror that the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Registration Statement or the Proxy Statement, as the case may be, Acquiror Company shall promptly inform the Company. All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange ActParent.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the Registration Statement shall not, not at the time the Registration Statement 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 the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus to be sent to the stockholders of Parent and the shareholders of the Company in connection with the Parent Stockholders Meeting and the Company Shareholders Meeting, shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent or shareholders of the Company's stockholders, Company or at the time of the Company Parent Stockholders Meeting and at or the Effective TimeCompany Shareholders Meeting, contain any statement thatwhich, 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 shall 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, 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 by for the Parent Stockholders Meeting or on behalf of the Company for the Company Stockholders Shareholders Meeting that which has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time Parent Stockholders Meeting or the Company Shareholders Meeting any event or circumstance relating to Acquiror Parent or any Acquiror Subsidiaryof its respective affiliates, or their respective officers or directors, directors should be discovered by Acquiror that Parent which should be set forth in an amendment to the 38 Registration Statement or a supplement to the Registration Statement or the Proxy Statement/Prospectus, as the case may be, Acquiror Parent shall promptly inform the Company. All documents that Acquiror is responsible for filing with the SEC The Registration Statement shall comply in connection with the transactions contemplated herein will comply all material respects as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Actrules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) Company specifically for inclusion in the Registration Statement pursuant to which the shares of the Parent Common Stock to be issued in connection with the Merger will be registered with the SEC shall not, at the respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, 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; and (ii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Registration Statement Proxy Statement/Prospectus is declared effective by filed with the SECSEC or first sent to stockholders or at the time of the Company 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. The information supplied by Acquiror or required to be supplied by Acquiror . (except to the extent revised or superseded by amendments or supplementsb) 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 and at the Effective Time, contain any statement that, 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 by or on behalf of the Company for the Company Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to Acquiror or the Company, any Acquiror Subsidiaryof its affiliates, or their respective officers or directors, should be directors is discovered by Acquiror that should the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company will promptly inform Acquiror. (c) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Acquiror or any of their respective affiliates which is included or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Proxy Statement, as the case may be, Acquiror shall promptly inform the Company. All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by 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 shall not, 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. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the 45 Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders Meeting and at the Effective Time, contain any statement that, 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 by or on behalf of the Company for the Company Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to Acquiror or any Acquiror Subsidiary, or their respective officers or directors, should be discovered by Acquiror that should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, as the case may be, Acquiror shall promptly inform the Company. All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) Buyer and Lender for inclusion in the Registration Statement Statement, as set forth in any writing supplied by Buyer, Lender or any of their respective legal counsel for the purpose of inclusion in the Registration Statement, shall not, not at the time the Registration Statement is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act of 1933, as amended (the "1933 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 such statements therein, in light of the circumstances under which they were are made, not misleading. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised concerning Buyer or superseded by amendments Lender or supplements) their respective agents or representatives for inclusion in the Proxy Statement Statement, as set forth in any writing supplied by Buyer, Lender or any of their respective legal counsel for the purpose of 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 Stockholders' Meeting and at on the Effective TimeClosing Date, contain any untrue statement that, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the such 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 by or on behalf of the Company for the Company Stockholders Stockholders' Meeting that which has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time Closing Date any event or circumstance relating to Acquiror the Buyer, Lender or any Acquiror Subsidiary, or of their respective affiliates, officers or directors, directors should be discovered by Acquiror that the Buyer or Lender, which should be set forth in an amendment to the Registration Statement or a supplement to the Registration Statement or the Proxy Statement, as the case may be, Acquiror Buyer or Lender shall promptly inform the Company. All documents that Acquiror Notwithstanding the foregoing, neither the Buyer nor Lender makes any representation or warranty with respect to any information supplied by or concerning the Company or its subsidiaries or any of their respective officers, directors or affiliates which is responsible for filing with the SEC contained in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements any of the Securities Act and the Exchange Actforegoing documents.

Registration Statement; Proxy Statement/Prospectus. The (a) Subject to the accuracy of the representations of the Company in Section 2.13: (i) the Registration Statement, as it may be amended, pursuant to which the Guarantor Common Shares to be issued in connection with the Offer and the Merger will be registered with the SEC shall not, at the respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, 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; (ii) neither the Offer Documents nor any of the information supplied by Acquiror Guarantor, Parent or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) Merger Sub specifically for inclusion in the Registration Statement shall Schedule 14D-9 will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company or become effective under the Securities Act, or at any time Parent accepts for exchange Shares pursuant to the Offer, 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 not misleading; and (iii) the Proxy Statement/Prospectus will not, at the time the Registration Statement Proxy Statement/Prospectus is declared effective by filed with the SECSEC or first sent to shareholders or at the time of the Company 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. The information supplied by Acquiror or required to be supplied by Acquiror . (except to the extent revised or superseded by amendments or supplementsb) 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 and at the Effective Time, contain any statement that, 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 by or on behalf of the Company for the Company Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to Acquiror Parent, Merger Sub or any Acquiror Subsidiary, or of their respective affiliates, officers or directors, directors should be discovered by Acquiror that Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Offer Documents, the 14D-9 or the Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. (c) The Offer Documents, the Registration Statement and Proxy Statement/Prospectus shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act and the rules and regulations thereunder. (d) Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Registration Statement or the Proxy Statement, as the case may be, Acquiror shall promptly inform the Company. All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act/Prospectus.

Registration Statement; Proxy Statement/Prospectus. Subject to the accuracy of the information regarding the Company provided by the Company specifically for inclusion in the joint proxy statement and 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 issued in the Merger will be registered with the SEC, such Registration Statement will not, at the time it becomes effective under the Securities Act, 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 information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the Proxy Statement included in the Registration Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Registration Statement is declared effective by Company Stockholders' Meeting or Parent Stockholders' Meeting, or at the SECEffective 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 were made, not misleading. The information supplied by Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) 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 and at the Effective Time, contain any statement that, 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 by or on behalf of the Company for the Company Stockholders Stockholders' Meeting that or Parent Stockholders' Meeting which has become false or misleading. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any provisions of the foregoing documentsExchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event or circumstance relating to Acquiror Parent, Merger Sub or any Acquiror Subsidiary, or of their respective affiliates, officers or directors, directors should be discovered by Acquiror that Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Registration Statement or the Proxy Statement, as the case may be, Acquiror shall Parent or Merger Sub will promptly inform the Company. All documents that Acquiror Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is responsible for filing with the SEC contained in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements any of the Securities Act and the Exchange Actforegoing documents.