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 specifically 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 “Registration Statement”) will, at the time the 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 (ii) the proxy statement/prospectus to be filed with the SEC by the Company pursuant to Section 6.1(a) hereof (the “Proxy Statement/Prospectus”) will, at the dates mailed to the stockholders of the Company or at the times of the stockholders meeting of the Company (the “Company 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 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 specifically 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 “Registration Statement”) will, at the time the Registration Statement 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 proxy statement/prospectus Proxy Statements to be filed with the SEC by each of the Company and Parent pursuant to Section 6.1(a) 7.4 hereof (the “Proxy Statement/Prospectus”) willwill not, at the dates mailed to the stockholders of the Company or and Parent, respectively, at the times of the stockholders meeting of the Company (the “Company 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 that MergerCo 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 (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 “Registration Statement”"S-4") will, at the time the Registration Statement 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 6.1(a5.1(a) hereof (the “Proxy Statement"PROXY STATEMENT/Prospectus”PROSPECTUS") will, at the dates mailed to the stockholders of the Company or and Parent, at the times of the stockholders meeting meetings 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 that 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 representations of ▇▇▇▇▇▇▇ made in Section 5.8, the Company specifically 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 “Registration Statement”) willStatement shall not, at the time the 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 therein, in light included therein not misleading. None of the circumstances under which they are made, not misleading; and (ii) information supplied or to be supplied by or on behalf of CYBEX for inclusion or incorporation by reference in the proxy statement/prospectus , in definitive form, relating to the meeting of the CYBEX shareholders to be filed held in connection with the SEC by issuance of CYBEX Common Shares as provided herein and the Company pursuant amendment of CYBEX's certificate of incorporation to Section 6.1(a) hereof authorize additional CYBEX Common Shares (the “"Proxy Statement/Prospectus”") will, at the dates mailed to the stockholders of the Company or shareholders and at the times of the stockholders meeting meetings of the Company (the “Company 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, 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 specifically 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 “Registration Statement”"S-4") will, at the time the Registration Statement 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 proxy statement/prospectus to be filed with the SEC by the Company and Parent pursuant to Section 6.1(a5.1(a) hereof (the “"Proxy Statement/Prospectus”") will, at the dates mailed to the stockholders of the Company or Parent and Company, at the times of the stockholders meeting of the Company (the “"Company Stockholders’ ' Meeting”") and the Stockholders meeting of Parent (the "Parent 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 that 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 the Company specifically for inclusion or incorporation by reference in (iA) the The registration statement on Form S-4 to be filed with the SEC by Parent the Company in connection with the issuance a special meeting of the Parent Common Stock in Company’s shareholders (such meeting, as it may be adjourned or postponed from time to time, the “Special Meeting”) to vote upon the Amended and Restated Certificate of Incorporation (as a result of the Merger (so amended and supplemented, the “Registration Statement”), which shall include a proxy statement in connection with the Special Meeting (the “Proxy Statement”) willwill comply as to form, in all material respects, with the requirements of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”) and the Securities Act of 1933 and the rules and regulations promulgated thereunder (the “Securities Act”), as the case may be, and will not, on the date of its filing or at the time the Registration Statement becomes effective under the Securities ActAct or on the date the Proxy Statement or any amendment or supplement thereto is mailed to the Company’s shareholders or at the time of the Special 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 are made, not misleading; and . (iiB) the proxy statement/prospectus to be filed with the SEC by the Company pursuant to Notwithstanding Section 6.1(a) hereof (the “Proxy Statement/Prospectus”) will3.5(A), at the dates mailed to the stockholders of the Company or at the times of the stockholders meeting of the Company (the “Company 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 is made by the Company with respect to any information supplied by Parent the Shareholders or Merger Sub that is contained in any of their Representatives acting on the foregoing documentsShareholders’ behalf, in each case, expressly for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company specifically 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 “"Registration 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 Company Shareholders' Meeting and at the Effective Time and (B) in the case of the Registration Statement 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 proxy statement/prospectus to be filed with the SEC by the Company pursuant to Section 6.1(a) hereof (the “Proxy Statement/Prospectus”) will, at the dates mailed to the stockholders of the Company or at the times of the stockholders meeting of the Company (the “Company 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 that is contained in any of the foregoing documentsSub.

Registration Statement; Proxy Statement. None of the information supplied or to be supplied by the Company specifically 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 “Registration Statement”"S-4") will, at the time the Registration Statement 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) . None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus to be filed with the SEC by the Company pursuant to Section 6.1(a5.1(a) hereof (the “Proxy Statement"PROXY STATEMENT/Prospectus”PROSPECTUS") will, at the dates mailed to the stockholders of the Company or Company, at the times of the stockholders meeting of the Company (the “Company Stockholders’ Meeting”"COMPANY 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 or filings made by Parent or Merger Sub that which is contained in any of the foregoing documents.