Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of Holdco, PAC, CAC, or Parent for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Prospectus will, at the date such Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company and Parent and, as the same may be amended or supplemented, at the times of the meetings of such stockholders to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus 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 thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Cereus or on behalf of Holdco, PAC, CAC, or Parent its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") or (ii) the proxy statement to be distributed in connection with Cereus's and Parent's meetings of their respective stockholders to vote upon this Agreement and the Transactions, and any amendments thereof or supplements thereto (the "PROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "JOINT PROXY STATEMENT/PROSPECTUS") will, in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the meetings of stockholders of Parent and Cereus to be held in connection with the Transactions, or, in the case of the Registration Statement becomes effective under the Securities ActStatement, and as the same may be amendedamended or supplemented, at the time it becomes effective and at the time of such amendmentmeetings of the stockholders of Parent and Cereus, contain any untrue statement or of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Prospectus will, at the date such Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company and Parent and, as the same may be amended or supplemented, at the times of the meetings of such stockholders to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were are made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus 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 thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of Holdco, PAC, CAC, or Parent DRI for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by DRI in connection with the issuance of shares of DRI Common Stock in the Merger (the "Registration Statement Statement") will, at the time the Registration Statement becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement or of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) the joint proxy in definitive form, relating to the meetings of the shareholders of CNG and DRI to be held in connection with the Merger and the prospectus relating to DRI Common Stock to be issued in the Merger (the "Joint Proxy Statement/Prospectus will, Prospectus") will at the date such Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company and Parent such shareholders and, as the same may be amended or supplemented, at the times of the meetings of such stockholders to be held in connection with the Mergersmeetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus 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 thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of Holdco, PAC, CAC, or Parent CNG for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Prospectus will, at the date such Joint Proxy Statement/Prospectus is mailed to the stockholders shareholders of the Company CNG and Parent DRI and, as the same may be amended or supplemented, at the times of the meetings of such stockholders shareholders to be held in connection with the MergersMerger, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus 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 thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of Holdco, PAC, CAC, WeCo or Parent WNG for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of shares of Company Common Stock and Company Preferred Stock, if applicable, in the Merger (the "Registration Statement Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement or of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iib) the joint proxy and information statement in definitive form relating to the meetings of the shareholders of Puget, WeCo and WNG to be held in connection with the Merger and the prospectus relating to the Company Common Stock and Company Preferred Stock, if applicable, to be issued in the Merger (the "Joint Proxy Statement/Prospectus Prospectus") will, at the date such Joint Proxy Statement/Prospectus is dates mailed to the stockholders of the Company and Parent such shareholders and, as the same may be amended or supplemented, at the times of the meetings of such stockholders to be held in connection with the Mergersmeetings, 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 are made, not misleading. The Registration Statement , and the Joint Proxy Statement/Prospectus 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 thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of Holdco, PAC, CAC, or Parent NSP for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by NSP in connection with the issuance of shares of NSP Common Stock in the Merger (the "Registration Statement Statement") will, at the time the Registration Statement becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement or of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (iib) the joint proxy statement in definitive form, relating to the meetings of the shareholders of NCE and NSP to be held in connection with the Merger and the prospectus relating to NSP Common Stock to be issued in the Merger (the "Joint Proxy Statement/Prospectus Prospectus") will, at the date such Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company and Parent such shareholders, and, as the same may be amended or supplemented, at the times of the meetings of such stockholders to be held in connection with the Mergersmeetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus 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 thereunder.

Registration Statement and Proxy Statement. None of the The information supplied or to be supplied by the Company or on behalf of Holdco, PAC, CAC, or Parent its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement will, will not at the time the Registration Statement it becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, Act contain any untrue statement or of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and or (ii) the Joint Proxy Statement/Prospectus will, including any amendment and supplement thereto, will not, either at the date such Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company and Parent and, as the same may be amended or supplemented, at the times time of the meetings of such stockholders to be held in connection with the MergersCompany 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, in light of the circumstances under which they were made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus Statement will each comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to information supplied by Camden for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of Holdco, PAC, CAC, or Parent the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Parent Common Stock in the Merger (the "Registration Statement Statement") will, at the time the Registration Statement becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement or of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint proxy statement, in definitive form (the "Proxy Statement/Prospectus will"), relating to the Company Special Meeting (as defined below) shall not, at the date such Joint Proxy Statement/Prospectus is dates mailed to shareholders and at the stockholders time of the Company and Parent and, as the same may be amended or supplemented, at the times of the meetings of such stockholders to be held in connection with the MergersSpecial 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 are made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus will , insofar as they relate to the Company or any of its subsidiaries, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the The information supplied or to be supplied by Camden or on behalf of Holdco, PAC, CAC, or Parent its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement will, will not at the time the Registration Statement it becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, Act contain any untrue statement or of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and or (ii) the Joint Proxy Statement/Prospectus will, including any amendments and supplements thereto, will not, either at the date such Joint Proxy Statement/Prospectus is mailed to shareholders of Camden or at the stockholders time of the Company and Parent and, as the same may be amended or supplemented, at the times of the meetings of such stockholders to be held in connection with the MergersCamden Shareholder 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 Registration Statement and the Joint Proxy Statement/Prospectus Statement will each comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Camden with respect to information supplied by the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by or on behalf of Holdco, PAC, CAC, or Parent CNG for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, and as the same may be amended, at the effective time of such amendment, contain any untrue statement or of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Prospectus will, at the date such Joint Proxy Statement/Prospectus is mailed to the stockholders shareholders of the Company CNG and Parent DRI and, as the same may be amended or supplemented, at the times of the meetings of such stockholders shareholders to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement and the Joint Proxy Statement/Prospectus 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 thereunder.. A-17