Common use of Registration Statement; Proxy Statement Clause in Contracts

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) 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 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 (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1(a) hereof (the "PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the stockholders of Company and Parent, at the times of the stockholders meetings of Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") in connection with the 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 therein, in light of the circumstances under which they are made, not misleading. The Proxy 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 Company for inclusion or incorporation by reference in (i) 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 connection with the Merger (the "S-4") will, at the time the S-4 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 such statements therein, in light of the circumstances under which they are made, not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1(a) hereof (the "PROXY STATEMENTProxy Statement/PROSPECTUSProspectus") will, at the dates date mailed to the stockholders of Company and Parent, at the times time of the special stockholders meetings meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") in connection with the 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 therein, in light of the circumstances under which they are made, not misleading. The Proxy 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 Company the Parent for inclusion or incorporation by reference in (i) the registration statement on Form S-4 (as defined in Section 7.4) 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 Form S-4 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 (ii) the joint proxy statement/prospectus Proxy Statement to be filed with the SEC by each of the Company and Parent pursuant to Section 5.1(a) 7.4 hereof (the "PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the stockholders of the Company and Parent, respectively, at the times of the stockholders meetings meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") in connection with the transactions Transactions contemplated hereby and the stockholders meeting of the Parent in connection with the approval of the issuance of Parent Common Stock pursuant to the Merger, and as of the Effective Time, contain any untrue material 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 on Form S-4 will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder. The Proxy Statement/Prospectus Statement filed by Parent 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 Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is the Company contained in any of the foregoing documents.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 (as defined in Section 7.4) 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 Form S-4 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 (ii) the joint proxy statement/prospectus Proxy Statements to be filed with the SEC by each of the Company and Parent pursuant to Section 5.1(a) 7.4 hereof (the "PROXY STATEMENT/PROSPECTUS") willwill not, at the dates mailed to the stockholders of the Company and Parent, respectively, at the times of the stockholders meetings meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") in connection with the transactions Transactions contemplated hereby and the stockholders meeting of the Parent in connection with the approval of the issuance of Parent Common Stock pursuant to the Merger, and as of the Effective Time, contain any untrue material 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 Proxy Statement/Prospectus Statement filed by the Company 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 MergerCo which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) 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 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 (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1(a) hereof (the "PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the stockholders of Company and ParentCompany, at the times of the stockholders meetings meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") in connection with the 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 therein, in light of the circumstances under which they are made, not misleading. The Proxy 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.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) 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 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 (ii) the joint proxy statement/prospectus to be filed with the SEC by the Company and Parent pursuant to Section 5.1(a) hereof (the "PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the stockholders of Company and Parentthe Company, at the times of the stockholders meetings meeting of the Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") in connection with the 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 therein, in light of the circumstances under which they are made, not misleading. The Proxy 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.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock Shares in or as a result of the Merger (the "S-4Registration Statement") or (ii) the proxy statement relating to the meeting of the Company's shareholders (the "Company Shareholders' Meeting") to be held in connection with the Merger (the "Proxy Statement" and, together with the Prospectus contained in the Registration Statement, the "Proxy Statement/Prospectus") will, (A) in the case of the Proxy Statement/Prospectus, at the date it or any amendments or supplements thereto are mailed to shareholders, at the time of the S-4 Company Shareholders' Meeting and at the Effective Time and (B) in the case of the Registration Statement, when 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; Act and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1(a) hereof (the "PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the stockholders of Company and Parent, at the times of the stockholders meetings of Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") in connection with the 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 included therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the SEC thereunder. Notwithstanding Company which should be set forth in an amendment to the foregoingRegistration Statement or a supplement to the Proxy Statement/Prospectus, the Company makes no representation or warranty with respect to any information supplied by shall promptly inform Parent or and Merger Sub which is contained in any of the foregoing documentsSub.

Registration Statement; Proxy Statement. None of the --------------------------------------- information supplied or to be supplied by Company for inclusion or incorporation by reference in in: (i) 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 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 were made, not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1(a5.01(a) hereof (the "PROXY STATEMENTProxy Statement/PROSPECTUSProspectus") will, at the dates date mailed to the stockholders of Company and ParentCompany, at the times time of the stockholders meetings stockholders' meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") and at the Effective Time, in connection with the transactions contemplated hereby and as of the Effective Timehereby, 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 Proxy 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 for inclusion or incorporation by reference in (i) 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 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 (ii) the joint proxy statement/prospectus to be filed with the SEC by the Company and Parent pursuant to Section SECTION 5.1(a) hereof (the "PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the stockholders of Company and Parentthe Company, at the times of the stockholders meetings meeting of the Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") in connection with the 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 therein, in light of the circumstances under which they are made, not misleading. The Proxy 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.

Registration Statement; Proxy Statement. None Subject to the accuracy of the information supplied or to be supplied by Company for inclusion or incorporation by reference representations of Xxxxxxx made in (i) Section 5.8, 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") willRegistration Statement shall not, at the time the S-4 Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinincluded therein not misleading. None of the information supplied or to be supplied by or on behalf of CYBEX for inclusion or incorporation by reference in the proxy statement, in light definitive form, relating to the meeting of the circumstances under which they are made, not misleading; and (ii) the joint proxy statement/prospectus CYBEX shareholders to be filed held in connection with the SEC by Company issuance of CYBEX Common Shares as provided herein and Parent pursuant the amendment of CYBEX's certificate of incorporation to Section 5.1(a) hereof authorize additional CYBEX Common Shares (the "PROXY STATEMENT/PROSPECTUSProxy Statement") will, at the dates mailed to the stockholders of Company shareholders and Parent, at the times of the stockholders meetings of Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") shareholders to be held in connection with the transactions contemplated hereby and as of by the Effective TimeMerger, 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 Proxy Statement/Prospectus Statement will comply as to form in all material respects with the provisions of the Securities Act and 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 Company for inclusion or incorporation by reference in (i) 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 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 (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1(a) hereof (the "PROXY STATEMENTProxy Statement/PROSPECTUSProspectus") will, at the dates mailed to the stockholders of Company Parent and ParentCompany, at the times of the stockholders meetings meeting of Company (the "COMPANY STOCKHOLDERSCompany Stockholders' MEETINGMeeting") and the Stockholders meeting of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Parent Stockholders' Meeting, the "STOCKHOLDERS MEETING") in connection with the 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 therein, in light of the circumstances under which they are made, not misleading. The Proxy 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 for use in and which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in in: (i) 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 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 were made, not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1(a5.01(a) hereof (the "PROXY STATEMENTProxy Statement/PROSPECTUSProspectus") will, at the dates date mailed to the stockholders of Company and ParentCompany, at the times time of the stockholders meetings stockholders' meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") and of Parent (the "PARENT STOCKHOLDERS' MEETING" and together with the Company Stockholders' Meeting, the "STOCKHOLDERS MEETING") and at the Effective Time, in connection with the transactions contemplated hereby and as of the Effective Timehereby, 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 Proxy 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.