Common use of Registration Statement; Proxy Statement Clause in Contracts

Registration Statement; Proxy Statement. The written information supplied by Acquiror and Merger Sub expressly for the purpose of inclusion in the Registration Statement shall not at the time the Registration Statement (including any amendments or supplements thereto) is filed or 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 therein not misleading. The written information supplied by Acquiror and Merger Sub expressly for the purpose of inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to Acquiror's stockholders and Target's stockholders and at the time of each of the Stockholder Meetings, contain any untrue statement of a 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 were made, not misleading. If at any time prior to the Effective Time any event or information should be discovered by Acquiror or Merger Sub that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Acquiror and Merger Sub shall promptly inform Target. Notwithstanding the foregoing, Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement. The written information supplied by Acquiror and Merger Sub expressly for Subject to the purpose accuracy of inclusion the representations of YieldUP made in Section 3.30, the Registration Statement on Form S-4 pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement") shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared effective by the SEC SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein included therein, in light of the circumstances under which they were made, not misleading. The written information concerning Parent and Sub supplied by Acquiror and Merger Sub expressly Parent for the purpose of inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to AcquirorYieldUP's stockholders and Target's stockholders and stockholders, at the time of each of YieldUP Stockholders' Meeting and at the Stockholder MeetingsEffective 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, or omit to state any material fact necessary in order to make the statements made therein, therein not false or misleading; or omit to state any material fact necessary to correct any statement in light any earlier communication with respect to the solicitation of the circumstances under proxies for YieldUP Stockholders' Meeting which they were made, not has become false or misleading. If at any time prior to the Effective Time any event relating to Parent, Sub or information any of their respective affiliates, officers or directors should be discovered by Acquiror Parent or Merger Sub that which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Acquiror and Merger Sub shall promptly inform Target. Notwithstanding the foregoing, Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that is contained in any of the foregoing documents.,

Registration Statement; Proxy Statement. The written information supplied by Acquiror and Merger Sub expressly for the purpose of inclusion in the Registration Statement shall not at the time the Registration Statement (including any amendments or supplements thereto) is filed or 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 therein not misleading. The written information supplied by Acquiror and Merger Sub expressly for the purpose of inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to Acquiror's stockholders and Target's stockholders shareholders and at the time of each of the Stockholder MeetingsShareholder Meeting, contain any untrue statement of a 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 were made, not misleading. If at any time prior to the Effective Time any event or information should be discovered by Acquiror or Merger Sub that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Acquiror and Merger Sub shall promptly inform Target. Notwithstanding the foregoing, Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement. The written information supplied by Acquiror and Merger Sub expressly for the purpose of inclusion in the Registration Statement will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder and shall not at the any time the Registration Statement (including any amendments or and supplements thereto) is filed or 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 not misleading. The written information supplied by Acquiror and Merger Sub expressly for the purpose of inclusion or incorporation by reference in the Proxy Statement shall will not, on the date of the Proxy Statement is first mailed to Acquiror's stockholders and Target's stockholders and the shareholders, at the time of each of the Stockholder Shareholders Meetings, or at the Effective Time, contain any untrue statement of a 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 were made, not false or misleading. If at any time prior to the Effective Time any event relating to the Acquiror or information any of its respective Affiliates, officers or directors should be discovered by the Acquiror or Merger Sub that which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror and Merger Sub shall promptly inform Targetthe Company. Notwithstanding the foregoing, Acquiror and Merger Sub make makes no representation, representation or warranty or covenant with respect to any information supplied by Target that the Company which is contained or incorporated by reference in any of the foregoing documents.. 3.2.18

Registration Statement; Proxy Statement. The written Subject to the accuracy of the representations contained in Section 5.17, the information supplied by Acquiror and Merger Sub expressly the Buyer or its subsidiaries for the purpose of inclusion in the Registration Statement shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared effective by the SEC SEC, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary in order to make the statements therein not misleading. The written information supplied by Acquiror and Merger Sub expressly the Buyer or its subsidiaries for the purpose of inclusion in the Proxy Statement shall will not, on the date the Proxy Statement is first mailed to Acquiror's stockholders and Target's stockholders and shareholders, at the time of each of the Stockholder MeetingsShareholder Meeting and at the Effective Time, contain any untrue statement of a material fact, Material fact or omit to state any material Material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event relating to the Buyer or information its subsidiaries or any of their Affiliates should be discovered by Acquiror the Buyer or Merger Sub its subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Acquiror and Merger Sub shall the Buyer will promptly inform Targetthe Company. The Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror and Merger Sub make the Buyer makes no representation, warranty representations or covenant warranties with respect to any information supplied by Target the Company and its subsidiaries that is contained or incorporated by reference in, or furnished in any of connection with the foregoing documentspreparation of, the Registration Statement or the Proxy Statement.

Registration Statement; Proxy Statement. The written None of the information to be supplied by Acquiror and Merger Sub expressly Xxxxxxxxx or MTA for the purpose of inclusion or incorporation by reference in the Registration Statement shall not or the Proxy Statement (except for information about Banner furnished by Banner to Xxxxxxxxx) will, at the time of the Registration mailing of the Proxy Statement (including any amendments or supplements thereto) is filed or declared effective by and at the SEC time of the Stockholder 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 not misleading. The written information supplied by Acquiror and Merger Sub expressly for the purpose of inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to Acquiror's stockholders and Target's stockholders and at the time of each of the Stockholder Meetings, contain any untrue statement of a 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 were are made, not misleading. If at any time prior to the Effective Time any event with respect to Xxxxxxxxx, its officers and directors or information should any of its subsidiaries shall occur and is required to be discovered by Acquiror or Merger Sub that should be set forth described in an amendment of, or a supplement to, the Proxy Statement and the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Banner. The Registration Statement and the Proxy Statement (except with respect to information relating to Banner) will comply as to form in all material respects with the provisions of the Exchange Act. For purposes of this Section 6.6, any statement which is made or incorporated by reference in the Proxy Statement or the Registration Statement shall be deemed modified or superseded to the extent any later filed document incorporated by reference in the Proxy Statement or the Registration Statement or a supplement to any statement included in the Proxy Statement, Acquiror and Merger Sub shall promptly inform Target. Notwithstanding Statement or the foregoing, Acquiror and Merger Sub make no representation, warranty Registration Statement modifies or covenant with respect to any information supplied by Target that is contained in any of the foregoing documentssupersedes such earlier statement.

Registration Statement; Proxy Statement. The written Subject to the Company's compliance with the covenants contained in Section 6.1(j), the information supplied by Acquiror the Parent and Merger Sub expressly the Buyer for the purpose of inclusion in the Registration Statement shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared effective by the SEC SEC, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary in order to make the statements therein not misleading. The written information supplied by Acquiror the Parent and Merger Sub expressly the Buyer for the purpose of inclusion in the Proxy Statement shall will not, on the date the Proxy Statement is first mailed to Acquiror's stockholders and Target's stockholders and shareholders, at the time of each of the Stockholder MeetingsShareholder Meeting and at the Effective Time, contain any untrue statement of a material fact, Material fact or omit to state any material Material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event relating to the Parent or information the Buyer or any of their Affiliates, officers or directors should be discovered by Acquiror the Parent or Merger Sub the Buyer that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Acquiror the Parent and Merger Sub shall the Buyer will promptly inform Targetthe Company. The Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws. Notwithstanding the foregoing, Acquiror and Merger Sub make no representation, neither the Parent nor the Borrower makes any representation or warranty or covenant with respect to any information supplied by Target the Company that is contained or incorporated by reference in, or furnished in any of connection with the foregoing documentspreparation of, the Registration Statement or the Proxy Statement.

Registration Statement; Proxy Statement. The written Subject to the accuracy of the representations contained in Section 5.17, the information supplied by Acquiror and Merger Sub expressly the Buyer or its subsidiaries for the purpose of inclusion in the Registration Statement shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared effective by the SEC SEC, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary in order to make the statements therein not misleading. The written information supplied by Acquiror and Merger Sub expressly the Buyer or its subsidiaries for the purpose of inclusion in the Proxy Statement shall will not, on the date the Proxy Statement is first mailed to Acquiror's stockholders and Target's stockholders and shareholders, at the time of each of the Stockholder MeetingsShareholder Meeting and at the Effective Time, contain any untrue statement of a material fact, Material fact or omit to state any material Material fact necessary in order to make the statements made therein, in light of the circumstances under Table of Contents which they were made, not misleading. If at any time prior to the Effective Time any event relating to the Buyer or information its subsidiaries or any of their Affiliates should be discovered by Acquiror the Buyer or Merger Sub its subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Acquiror and Merger Sub shall the Buyer will promptly inform Targetthe Company. The Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror and Merger Sub make the Buyer makes no representation, warranty representations or covenant warranties with respect to any information supplied by Target the Company and its subsidiaries that is contained or incorporated by reference in, or furnished in any of connection with the foregoing documentspreparation of, the Registration Statement or the Proxy Statement.

Registration Statement; Proxy Statement. The written None of the information supplied or to be supplied by Acquiror and Merger Sub expressly Parent for the purpose of inclusion or incorporation by reference in the Registration Statement shall not will, at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared becomes effective by under the SEC 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 not misleading. The written information supplied by Acquiror and Merger Sub expressly for the purpose of inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to Acquiror's stockholders and Target's stockholders and at the time of each of the Stockholder Meetings, contain any untrue statement of a 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 were are made, not misleading. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement will, at the date or dates mailed to the shareholders of the Company and Parent and at the time of the Shareholders Meetings, 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. The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act. If at any time prior to the Effective Time Shareholders Meetings, any event relating to Parent or information Merger Sub should be discovered by Acquiror or Merger Sub that Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Acquiror and Merger Sub Parent shall promptly inform Targetthe Company. Notwithstanding the foregoing, Acquiror and neither Parent nor Merger Sub make no representation, makes any representation or warranty or covenant with respect to any information supplied by Target that the Company which is contained or incorporated by reference in any of the foregoing documentsRegistration Statement or Proxy Statement.

Registration Statement; Proxy Statement. The written information supplied by Acquiror On the effective date of the Registration Statement, the Registration Statement, and Merger Sub expressly for when first filed in accordance with Rule 424(b) of the purpose Securities Act and/or filed pursuant to Section 14A of inclusion the Exchange Act, the Proxy Statement (or any amendment or supplement thereto), shall comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the effective date of the Registration Statement, the Registration Statement shall will not at the time the Registration Statement (including any amendments or supplements thereto) is filed or 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 not misleading. The written information supplied by Acquiror and Merger Sub expressly for On the purpose date of inclusion any filing in accordance with Rule 424(b) of the Proxy Statement shall notSecurities Act and/or pursuant to Section 14A of the Exchange Act, on the date the Proxy Statement is first mailed to Acquiror's stockholders and Target's stockholders the Rigel Stockholders and at the time of each of the Stockholder MeetingsExtraordinary General Meeting, contain the Proxy Statement, together with any amendments or supplements thereto, will not include any untrue statement of a material fact, fact or omit to state any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If at any time prior Notwithstanding the foregoing, Rxxxx makes no representations or warranties as to the Effective Time any event information contained in or information should be discovered by Acquiror or Merger Sub that should be set forth in an amendment to omitted from the Registration Statement or a supplement the Proxy Statement in reliance upon and in conformity with information furnished in writing to Rigel by or on behalf of the Target Companies specifically for inclusion in the Registration Statement or the Proxy Statement, Acquiror and Merger Sub shall promptly inform Target. Notwithstanding the foregoing, Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that is contained in any of the foregoing documents.