Information for Proxy Statement. Stockholder hereby authorizes Belo and Gannett to publish and disclose in the Proxy Statement and any other filing with any Governmental Authority required to be made in connection with the Merger Agreement his or her identity and ownership of Shares and the nature of his or her commitments, arrangements and understandings under this Agreement; provided that, in advance of any such publication or disclosure, Stockholder shall be afforded a reasonable opportunity to review such disclosure. Stockholder agrees to notify Gannett as promptly as practicable of any inaccuracies or omissions known to Stockholder in any information relating to Stockholder that is so published or disclosed.
Information for Proxy Statement. None of the information supplied or to be supplied by or on behalf of any of the Advisor Parties for inclusion in the Proxy Statement will, at the date it is delivered, 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 the light of the circumstances under which they were made, not misleading.
Information for Proxy Statement. None of the information relating to Shareholder or Shareholder’s affiliates provided in writing to the Company by or on behalf of Shareholder or Shareholder’s affiliates specifically for inclusion in the Proxy Statement will, at the times the Proxy Statement is filed with the U.S. Securities and Exchange Commission or is first published, sent or given to the shareholders of the Company, or at the time of the special meeting of the shareholders to consider the Merger, 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.
Information for Proxy Statement. None of the information relating to Stockholder and its affiliates supplied or to be supplied by or on behalf of Stockholder or its affiliates for inclusion or incorporation by reference in the Proxy Statement or in any other document filed with any other Governmental Entity in connection with the transactions contemplated by this Agreement or the Merger Agreement at the respective times filed with the SEC or such other Governmental Entity and first published, sent or given to stockholders of the Company and, in addition, in the case of the Proxy Statement, at the date it or any amendment or supplement is mailed to the Company's stockholders and at the time of the Company Stockholders Meeting, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
Information for Proxy Statement. All information and data (including financial statements) concerning ITEQ which is or will be included in the Proxy Statement to be issued in connection with the transactions contemplated by this Agreement will be furnished by ITEQ for inclusion therein and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading.
Information for Proxy Statement. Motoguzzi will cooperate with North in the preparation of North's Proxy and Registration Statement referred to in SECTION 7.05 and furnish to North all information concerning itself and its officers and directors as North or its counsel may reasonably request and that is required or customary for inclusion in such Proxy and Registration Statement. Motoguzzi covenants that all of such information which has been approved by TRG, Motoguzzi or their counsel (which approval will be evidenced by a writing identifying the document, by draft date or otherwise, prior to filing thereof with the Securities and Exchange Commission) and is included in such Proxy and Registration Statement and any other written information furnished by Motoguzzi for inclusion in the Proxy and Registration Statement will comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934 ("Exchange Act") and will not at the time of the effectiveness of the Proxy and Registration Statement and any amendments thereof or supplements thereto and at the time of the North stockholders meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein and necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier filing with the Commission of such Proxy and Registration Statement or any amendment thereof or any supplement thereto or any earlier communication to the stockholders of North with respect to the transactions contemplated by this Agreement.
Information for Proxy Statement. The Stockholder and its Affiliates will furnish to the Company all information concerning such Stockholder and its Affiliates as the Company may reasonably request in connection with the preparation and filing of the Proxy Statement. The Stockholder consents to the Company publishing and disclosing in any filing to the extent required under applicable law, including the filings contemplated by the Purchase Agreement, the Stockholder’s identity and ownership of the Subject Shares, and the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement; provided that the Company shall have consulted with the Stockholder in advance of any such disclosure and shall accept any reasonable comments provided by the Stockholder or its counsel with respect to such disclosure prior to making such disclosure.
Information for Proxy Statement. None of the information supplied at the Company’s request by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to the Company’s stockholders and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact that is necessary in order to make the statements made in such Parent or Merger Sub-supplied information, in light of the circumstances under which such statements are made, not misleading. Notwithstanding the foregoing, neither Parent nor Merger Sub make any representation, warranty or covenant with respect to any information supplied by or on behalf of the Company or any of its subsidiaries which is contained in (or required to be contained in) the Proxy Statement or any other materials supplied by or on behalf of the Company to its stockholders in connection with any of the Transactions.
Information for Proxy Statement. None of the information concerning INFO included in or incorporated by reference into the Proxy Statement to be filed with the SEC by INFO in connection with the shareholder meeting of INFO to be held in connection with this Master Transaction Agreement and the transactions contemplated hereby will, at the date mailed to shareholders, or at the time of such meetings, 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 the light of the circumstances under which they are made, not misleading. The Proxy Statement will, as of its mailing date, comply as to form in all material respects with all Laws, including the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by INFO with respect to information supplied by BHW for inclusion therein.
Information for Proxy Statement. NewCo, Beckley and BBI each agrees to promptly respond and to use its best efforts to cause its directors, officers, accountants and affiliates to promptly respond, to requests by BBI and its counsel for information for inclusion in the Proxy Statement. NewCo, Beckley and BBI each hereby covenants with the other that none of the information provided by it for inclusion in the Proxy Statement will, at the time of its mailing to shareholders, contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and, at all times following such mailing up to and including the Effective Time, none of such information contained in the Proxy Statement, as it may be amended or supplemented, will contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
