Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar for inclusion in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or Optium, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was 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 in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar or any of its Affiliates, officers or directors should be discovered by Finisar which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optium.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Xxxxx for inclusion in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar Xxxxx for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar Xxxxx or OptiumOak, at the time of the Finisar Xxxxx Stockholders' ’ Meeting, at the time of the Optium Oak Stockholders' ’ Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was 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 in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Finisar Xxxxx Stockholders' ’ Meeting or the Optium Oak Stockholders' ’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar Xxxxx or any of its Affiliates, officers or directors should be discovered by Finisar Xxxxx which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar Xxxxx shall promptly inform OptiumOak.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Acquirer for inclusion in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar Acquirer for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or OptiumTarget, at the time of the Finisar Stockholders' Target Stockholder's Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was 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 in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Finisar Stockholders' Meeting or the Optium Target Stockholders' Meeting which has become materially false or misleading. If at any time prior to the Effective Time Stockholders' Meetings any event relating to Finisar Acquirer or any of its Affiliates, officers or directors should be discovered by Finisar Acquirer which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar Acquirer shall promptly inform OptiumTarget.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Newco for inclusion in the Registration Statement (or such other successor form as shall be appropriate) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar Newco for inclusion in the Joint Proxy Statement Statement/Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders either of Finisar Omega's or OptiumOnline's shareholders, at the time times of the Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was madetime, is false or misleading with respect to any material fact, or omit omits to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement circumstances under which they were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Finisar Stockholders' Meeting or the Optium Stockholders' Meeting Online Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar or any of its Affiliates, officers or directors information should be discovered by Finisar Newco which is required to should be set forth in an amendment to the Registration Statement or in a supplement to the Joint Proxy StatementStatement/ Prospectus, Finisar shall Newco will promptly inform OptiumOmega and Online of such event or information. Notwithstanding the foregoing, neither Newco nor Merger Subs makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Online or any of its affiliates which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Online for inclusion in the Registration Statement shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar Online for inclusion in the Joint Proxy Statement Statement/Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders either the shareholders of Finisar Omega or OptiumOnline, at the time of the Finisar Stockholders' Meeting, at the time either of the Optium Stockholders' Meeting Shareholders Meetings or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was madetime, 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, in light of the Joint Proxy Statement circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for either of the Finisar Stockholders' Meeting or the Optium Stockholders' Meeting Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar or any of its Affiliates, officers or directors information should be discovered by Finisar Online which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Finisar Online shall promptly inform OptiumOmega of such event or information. Notwithstanding the foregoing, Online makes no representation, warranty or covenant with respect to any information supplied by Omega, Newco or the Merger Subs which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar CDnow for inclusion or incorporation by reference in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar CDnow for inclusion or incorporation by reference in the Joint Proxy Statement Statement/Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Finisar CDnow or OptiumN2K, at the time of the Finisar Stockholders' Meeting, at the time of the Optium CDnow Stockholders' Meeting or and the N2K Stockholder's Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was 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 in the Joint Proxy Statement Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Finisar CDnow Stockholders' Meeting or the Optium N2K Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar or any of its Affiliates, officers or directors should be discovered by Finisar which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optium.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied or to be supplied by Finisar Promus for inclusion in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar Promus for inclusion in the Joint Proxy Statement Statement/ Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Finisar Promus or OptiumDoubletree, at the time of the Finisar Stockholders' Meeting, at the time of the Optium Promus Stockholders' Meeting or and the Doubletree Stockholder's Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was 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 in the Joint Proxy Statement Statement/ Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Finisar Promus Stockholders' Meeting or the Optium Doubletree Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar Promus or any of its Affiliates, officers or directors should be discovered by Finisar which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optium.28

Registration Statement; Joint Proxy Statement/Prospectus. (a) The information supplied or to be supplied by Finisar the Representing Party for inclusion in the registration statement on Form S-4 pursuant to which shares of NPI Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not contain, at the time the Registration Statement is declared effective by the SEC contain SEC, any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Finisar the Representing Party for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement Statement") to be sent to the stockholders of the Company in connection with the special meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders Meeting") and to the stockholders of NPI in connection with the special meeting of NPI's stockholders to consider the issuance of NPI Common Stock in connection with the Merger (the "NPI Stockholders Meeting") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Finisar or OptiumNPI and the Company, at the time of the Finisar Stockholders' Company Stockholders Meeting, at the time of the Optium Stockholders' NPI Stockholders Meeting or and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, matter or omit to state any material fact necessary in order to make the statements made contained in the Joint Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Finisar Stockholders' NPI Stockholders Meeting or the Optium Stockholders' Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Finisar or any of its Affiliates, officers or directors should be discovered by Finisar which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Finisar shall promptly inform Optium.