Common use of Registration Statement; Proxy Statement Clause in Contracts

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the S-4 is filed with the SEC and 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (b) the Proxy Statement will, at the date the Proxy Statement is mailed to the shareholders of the Company, at the time of the shareholders meeting of the Company (the "Shareholders Meeting") in connection with the Transactions and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading, provided, however, that no representation is made with respect to information included in the Proxy Statement that was provided in writing by Parent or Sub. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the S-4 is filed with the SEC and 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (bii) the proxy statement/prospectus (the "Proxy Statement Statement/Prospectus") to be filed with the SEC by Company pursuant to Section 5.1(a) hereof will, at the date the Proxy Statement is dates mailed to the shareholders stockholders of the Company, at the time times of the shareholders stockholders meeting of the Company (the "Shareholders Company Stockholders' Meeting") in connection with the Transactions transactions contemplated hereby and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they are made, not misleading, provided, however, that no representation is made with respect to information included in the Proxy Statement that was provided in writing by Parent or Sub. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4"“Registration Statement”) will, at the time the S-4 is filed with the SEC and at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (bii) the proxy statement/prospectus to be filed with the SEC by the Company pursuant to Section 6.1(a) hereof (the “Proxy Statement Statement/Prospectus”) will, at the date the Proxy Statement is dates mailed to the shareholders stockholders of the Company, Company or at the time times of the shareholders stockholders meeting of the Company (the "Shareholders “Company Stockholders’ Meeting"”) in connection with the Transactions transactions contemplated hereby and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they are made, not misleading, provided, however, that no representation is made with respect to information included in the Proxy Statement that was provided in writing by Parent or Sub. The Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company STB for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent 3Dfx in connection with the issuance of the Parent 3Dfx Common Stock in or as a result of the Merger (the "S-4") will, at the time the S-4 is filed with the SEC and 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (bii) the Proxy Statement (the "PROXY STATEMENT") to be filed with the SEC by 3Dfx and STB pursuant to Section 5.4 hereof will, at the date the Proxy Statement is dates mailed to the shareholders of the Company3Dfx and STB, at the time times of the shareholders meeting meetings of the Company 3Dfx and STB (each a "SHAREHOLDERS MEETING" and collectively, the "Shareholders MeetingSHAREHOLDERS MEETINGS") in connection with the Transactions transactions contemplated hereby and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they are made, not misleading, provided, however, that no representation is made with respect to information included in the Proxy Statement that was provided in writing by Parent or Sub. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the S-4 is filed with the SEC and 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (bii) the Proxy Statement Statement/Prospectus (the "Proxy Statement/Prospectus") to be filed with the SEC by Company pursuant to Section 5.1(a) hereof will, at the date the Proxy Statement is dates mailed to the shareholders stockholders of the Company, at the time times of the shareholders stockholders meeting of the Company (the "Shareholders Company Stockholders' Meeting") in connection with the Transactions transactions contemplated hereby and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they are made, not misleading, provided, however, that no representation is made with respect to information included in the Proxy Statement that was provided in writing by Parent or Sub. The Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.. 2.14

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in in: (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the S-4 is filed with the SEC and 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 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (bii) the proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1(a) (the "Proxy Statement Statement/Prospectus") will, at the date the Proxy Statement is dates mailed to the shareholders stockholders of the Company, Company and at the time of the shareholders stockholders' meeting of the Company (the "Shareholders Company Stockholders' Meeting") in connection with the Transactions and as of the Effective Timetransactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they are made, not misleading, provided, however, that no representation is made with respect to information included in the Proxy Statement that was provided in writing by Parent or Sub. The Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (a) the registration statement on Form S-4 (as amended, supplemented or modified, the "Registration Statement") to be filed with the SEC Commission by Parent in connection with under the issuance Securities Act, including the prospectus relating to shares of the Parent Common Stock to be issued in or as a result the Merger, and (b) the proxy statement and form of proxies relating to the vote of the Merger Company Stockholders with respect to this Agreement (as amended, supplemented or modified, the "S-4Proxy Statement") will), at the time the S-4 is filed with Registration Statement becomes effective, or, in the SEC case of the Proxy Statement, at the date of mailing and at the time it becomes effective under date of the Securities Act, Company Stockholders Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (b) the Proxy Statement will. The Registration Statement, at the date the Proxy Statement is mailed except for such portions thereof that relate only to the shareholders of the CompanyCompany and its Subsidiaries, at the time of the shareholders meeting of the Company (the "Shareholders Meeting") in connection with the Transactions and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading, provided, however, that no representation is made with respect to information included in the Proxy Statement that was provided in writing by Parent or Sub. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunderSecurities Act.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (a) the registration statement on Form S-4 (as amended, supplemented or modified, the "REGISTRATION STATEMENT") to be filed with the SEC Commission by Parent in connection with under the issuance Securities Act, including the prospectus relating to shares of the Parent Common Stock to be issued in or as a result the Merger, and (b) the proxy statement and form of proxies relating to the vote of the Merger Company Stockholders with respect to this Agreement (as amended, supplemented or modified, the "S-4PROXY STATEMENT") will), at the time the S-4 is filed with Registration Statement becomes effective, or, in the SEC case of the Proxy Statement, at the date of mailing and at the time it becomes effective under date of the Securities Act, Company Stockholders Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (b) the Proxy Statement will. The Registration Statement, at the date the Proxy Statement is mailed except for such portions thereof that relate only to the shareholders of the CompanyCompany and its Subsidiaries, at the time of the shareholders meeting of the Company (the "Shareholders Meeting") in connection with the Transactions and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading, provided, however, that no representation is made with respect to information included in the Proxy Statement that was provided in writing by Parent or Sub. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunderSecurities Act.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") Registration Statement will, at the time the S-4 is filed with the SEC and at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (bii) the proxy statement/prospectus to be filed with the SEC by the Company pursuant to Section 5.1 hereof (the "Proxy Statement Statement/Prospectus") will, at the date the Proxy Statement is dates mailed to the shareholders stockholders of the Company, at the time times of the shareholders stockholders meeting of the Company (the "Shareholders Company Stockholders' Meeting") in connection with the Transactions transactions contemplated hereby and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under which they are made, not misleading, provided, however, that no representation is made with respect to information included in the Proxy Statement that was provided in writing by Parent or Sub. The Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.