Common use of Certain Information Clause in Contracts

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion in the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company Proxy Statement will not, at the time it is first mailed to the Company’s stockholders, at the time of any amendments or supplements thereto and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Company Proxy Statement based on information supplied in writing specifically for inclusion therein by or on behalf of Parent or the Merger Subs specifically for inclusion therein.

Appears in 2 contracts

Sources: Merger Agreement (Coherus BioSciences, Inc.), Merger Agreement (Surface Oncology, Inc.)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company Parent or any of its Subsidiaries Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company Joint Proxy Statement will not, at the time it is first mailed to the Company’s stockholdersstockholders and Parent’s shareholders, at the time of any amendments or supplements thereto and at the time of the Company Stockholders Meeting and the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and Form S-4 will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company does not make neither Parent nor Merger Sub makes any representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Company Joint Proxy Statement based on information supplied in writing specifically for inclusion therein by or on behalf of Parent or the Merger Subs Company specifically for inclusion or incorporation by reference therein.

Appears in 2 contracts

Sources: Merger Agreement (Evoqua Water Technologies Corp.), Agreement and Plan of Merger (Xylem Inc.)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries Quintiles specifically for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company Joint Proxy Statement Statement/Prospectus will not, at the time it is first mailed to the Company’s Quintiles’ stockholders, at the time of any amendments or supplements thereto and at the time of the Company Quintiles Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company does not make any Quintiles makes no representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Company Joint Proxy Statement Statement/Prospectus based on information supplied in writing specifically for inclusion therein by or on behalf of Parent or the Merger Subs IMS Health specifically for inclusion or incorporation by reference therein.

Appears in 2 contracts

Sources: Merger Agreement (IMS Health Holdings, Inc.), Merger Agreement (Quintiles Transnational Holdings Inc.)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC, at the time of any amendment or supplement thereto and at the time it the Registration Statement (or any post-effective amendment or supplement) 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 to make the statements therein therein, in light of the circumstances under which they are made, not misleading. The Company misleading or (ii) the Proxy Statement will notwill, at the time date it is first mailed to the Company’s stockholders, at the time of any amendments Parent stockholders or supplements thereto and at the time of the Company Stockholders Parent Stockholders’ 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. Notwithstanding the foregoing, the Company does not make any makes no representation or warranty with respect to statements included or incorporated by reference in the Form S-4 Registration Statement or the Company Proxy Statement based on information supplied in writing specifically for inclusion therein by or on behalf of Parent or the Merger Subs Sub specifically for inclusion or incorporation by reference therein.

Appears in 2 contracts

Sources: Merger Agreement (Diffusion Pharmaceuticals Inc.), Merger Agreement (Diffusion Pharmaceuticals Inc.)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries IMS Health specifically for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company Joint Proxy Statement Statement/Prospectus will not, at the time it is first mailed to the CompanyIMS Health’s stockholders, at the time of any amendments or supplements thereto and at the time of the Company IMS Health Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company does not make any IMS Health makes no representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Company Joint Proxy Statement Statement/Prospectus based on information supplied in writing specifically for inclusion therein by or on behalf of Parent or the Merger Subs Quintiles specifically for inclusion or incorporation by reference therein.

Appears in 2 contracts

Sources: Merger Agreement (IMS Health Holdings, Inc.), Merger Agreement (Quintiles Transnational Holdings Inc.)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company misleading and (b) the Joint Proxy Statement will notwill, at the time it is first mailed to the Company’s stockholdersCompany Stockholders, at the time of any amendments or supplements thereto and at the time of the Company Stockholders 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. Assuming the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act. Notwithstanding the foregoing, the Company does not make any makes no representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Company Joint Proxy Statement based on information supplied in writing specifically for inclusion therein by or on behalf of the Parent or the Merger Subs Parties specifically for inclusion or incorporation by reference therein.

Appears in 2 contracts

Sources: Merger Agreement (Civitas Resources, Inc.), Merger Agreement (SM Energy Co)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries Parent Parties specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company misleading and (b) the Joint Proxy Statement will notwill, at the time it is first mailed to the Company’s stockholdersParent Stockholders, at the time of any amendments or supplements thereto and at the time of the Company Parent Stockholders 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. Assuming the accuracy of the first sentence of Section 3.8, the Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Notwithstanding the foregoing, the Company does not make no Parent Party makes any representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Company Joint Proxy Statement based on information supplied in writing specifically for inclusion therein by or on behalf of Parent or the Merger Subs Company specifically for inclusion or incorporation by reference therein.

Appears in 2 contracts

Sources: Merger Agreement (Civitas Resources, Inc.), Merger Agreement (SM Energy Co)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company Parent, Merger Sub or any of its Subsidiaries Merger Sub I specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto and at the time it (or any post-effective amendment or supplement, if prior to the Effective Time) 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 to make the statements therein not misleading. The Company misleading and (b) the Joint Proxy Statement will notwill, at the time it is first mailed to the Company’s stockholders and Parent’s stockholders, at the time of any amendments or supplements thereto and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and Form S-4 will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company does not make neither Parent, Merger Sub I nor Merger Sub makes any representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Company Joint Proxy Statement based on information supplied in writing specifically for inclusion therein by or on behalf of Parent or the Merger Subs Company specifically for inclusion or incorporation by reference therein.

Appears in 2 contracts

Sources: Merger Agreement (Aecom Technology Corp), Agreement and Plan of Merger (Urs Corp /New/)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company Parent or any of its Subsidiaries specifically subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the any time of any amendment it is amended or supplement thereto supplemented and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company , or (b) the Joint Proxy Statement will notwill, at the time it is first mailed to Parent’s stockholders or the Company’s stockholders, at the time of any amendments or supplements thereto and at the time of the Parent Stockholders Meeting or the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and Form S-4 will comply as to form in all material respects with the provisions of the Securities Act and Exchange Act, as applicable, and the rules and regulations thereunder. Notwithstanding anything in this Section 4.15 to the foregoingcontrary, the Company does not make any no representation or warranty is made by Parent with respect to statements included or incorporated by reference in the Form S-4 or the Company Proxy Statement based on information supplied in writing by the Company or any of its subsidiaries specifically for inclusion therein by or on behalf of Parent the Joint Proxy Statement or the Merger Subs specifically for inclusion thereinForm S-4.

Appears in 1 contract

Sources: Merger Agreement (Integral Systems Inc /Md/)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company Parent or any of its Subsidiaries specifically subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the any time of any amendment it is amended or supplement thereto supplemented and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company , or (b) the Joint Proxy Statement will notwill, at the time it is first mailed to Parent's stockholders or the Company’s 's stockholders, at the time of any amendments or supplements thereto and at the time of the Parent Stockholders Meeting or the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and Form S-4 will comply as to form in all material respects with the provisions of the Securities Act and Exchange Act, as applicable, and the rules and regulations thereunder. Notwithstanding anything in this Section 4.15 to the foregoingcontrary, the Company does not make any no representation or warranty is made by Parent with respect to statements included or incorporated by reference in the Form S-4 or the Company Proxy Statement based on information supplied in writing by the Company or any of its subsidiaries specifically for inclusion therein by or on behalf of Parent the Joint Proxy Statement or the Merger Subs specifically for inclusion thereinForm S-4.

Appears in 1 contract

Sources: Merger Agreement (Kratos Defense & Security Solutions, Inc.)

Certain Information. None of the information supplied or to be supplied by Public, Superholdings or on behalf of the Company or any of its Subsidiaries Merger Sub in written form specifically for inclusion in or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Form S-4 or the Form S-1 will, at the time the Form S-4 or Form S-1, as applicable, is filed with the SEC, at the any time of any amendment that such form is amended or supplement thereto supplemented and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company None of the information supplied or to be supplied by Public, Superholdings or Merger Sub in written form specifically for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Proxy Statement will notwill, at the time it is first mailed to filed with the Company’s stockholdersSEC, at any time that it is amended or supplemented, at the time it is mailed to the holders of any amendments or supplements thereto Public Stock and at the time of the Company Public Stockholders Meeting and, if it is mailed to the Members, at the time it is mailed to the Members and at the time of the Members 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. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoingrequirements of the Exchange Act and the rules and regulations thereunder, the Company does not make any except that no representation or warranty is made by Public, Superholdings or Merger Sub with respect to statements included made or incorporated by reference in the Form S-4 or the Company Proxy Statement therein based on information supplied in writing specifically for inclusion therein by the LLC Parties or on behalf of Parent or the Merger Subs other parties to Sister Agreements specifically for inclusion therein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Alamosa PCS Holdings Inc)

Certain Information. None of the information supplied or to be supplied by Public, Superholdings or on behalf of the Company or any of its Subsidiaries Merger Sub specifically for inclusion or incorporation by reference in, or which may be deemed to be in incorporated by reference in, (i) the Form S-4 or the Form S-1 will, at the time the Form S-4 or Form S-1, as applicable, is filed with the SEC, at the any time of any amendment that such form is amended or supplement thereto supplemented and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company , or (ii) the Proxy Statement will notwill, at the time it is first mailed to filed with the Company’s stockholdersSEC, at any time that it is amended or supplemented, at the time it is mailed to the holders of any amendments or supplements thereto Public Stock and at the time of the Company Public Stockholders Meeting and, if it is mailed to the Members, at the time it is mailed to the Members and at the time of the Members 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. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoingrequirements of the Exchange Act and the rules and regulations thereunder, the Company does not make any except that no representation or warranty is made by Public, Superholdings or Merger Sub with respect to statements included made or incorporated 69 by reference in the Form S-4 or the Company Proxy Statement therein based on information supplied in writing specifically for inclusion therein by the LLC Parties or on behalf of Parent or the Merger Subs other parties to Sister Agreements specifically for inclusion therein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Alamosa PCS Holdings Inc)

Certain Information. None of the information supplied or to be ------------------- supplied by Parent or on behalf of the Company or any of its Subsidiaries Merger Sub in writing specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the any time of any amendment it is amended or supplement thereto and supplemented or at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company , or (ii) the Proxy Statement will notwill, at the time it is first mailed to filed with the Company’s stockholdersSEC, at any time that the Proxy Statement is amended or supplemented, at the time the Proxy Statement is mailed to the shareholders of any amendments Company, or supplements thereto and at the time of the Company Stockholders Shareholders 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. Notwithstanding The Form S-4 will comply in all material respects with the foregoingrequirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, the Company does not make any except that no representation or warranty is made by Parent or Merger Sub with respect to statements included made or incorporated by reference in the Form S-4 or the Company Proxy Statement such document based on information supplied in writing specifically for inclusion therein by or on behalf of Parent or the Merger Subs Company specifically for inclusion or incorporation by reference therein.

Appears in 1 contract

Sources: Merger Agreement (Xcellenet Inc /Ga/)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company misleading and (b) the Joint Proxy Statement will not, at the time date it is first mailed to the Company’s stockholdersCompany Stockholders, at the time date of any amendments or supplements thereto and at the time of the Company Stockholders 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. Assuming the accuracy of the first sentence of Section 4.8, the Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. Notwithstanding the foregoing, the Company does not make any makes no representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Company Joint Proxy Statement based on information supplied in writing specifically for inclusion therein by or on behalf of the Parent or the Merger Subs Parties specifically for inclusion or incorporation by reference therein.

Appears in 1 contract

Sources: Merger Agreement (Ceco Environmental Corp)

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries Parent Parties specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at the time of any amendment or supplement thereto and at the time it (or any post-effective amendment or supplement) 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 to make the statements therein not misleading. The Company misleading and (b) the Joint Proxy Statement will not, at the time date it is first mailed to the Company’s stockholdersParent Stockholders, at the time date of any amendments or supplements thereto and at the time of the Company Parent Stockholders 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. Assuming the accuracy of the first sentence of ‎Section 3.8, the Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. Notwithstanding the foregoing, the Company does not make no Parent Party makes any representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Company Joint Proxy Statement based on information supplied in writing specifically for inclusion therein by or on behalf of Parent or the Merger Subs Company specifically for inclusion or incorporation by reference therein.

Appears in 1 contract

Sources: Merger Agreement (Ceco Environmental Corp)