Common use of Information in Proxy Statement Clause in Contracts

Information in Proxy Statement. The Proxy Statement, if any, provided to stockholders of the Company in connection with the Merger, will not, at the date mailed to the Company’s stockholders and at the time of any meeting of the Company’s stockholders held to consider the Merger (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 made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished by Parent or Sub for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, will comply in all material respects with the provisions of the Exchange Act, and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Mercator Software Inc), Merger Agreement (Ascential Software Corp)

Information in Proxy Statement. The Proxy Statement, if any------------------------------ any (or any amendment thereof or supplement thereto), provided will, at the date mailed to Company stockholders and at the time of the meeting of Company stockholders to be held in connection with the Merger, will not, at the date mailed to the Company’s stockholders and at the time of any meeting of the Company’s stockholders held to consider the Merger (the “Company 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 in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied by Parent or Sub the Purchaser for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, Statement will comply in all material respects with the provisions of the Exchange Act, Act and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Hain Food Group Inc), Merger Agreement (Hain Food Group Inc)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if anyany (or any amendment thereof or supplement thereto), provided at the date mailed to Company stockholders and at the time of the meeting of Company stockholders to be held in connection with the Merger, will not, at the date mailed to the Company’s stockholders and at the time of any meeting of the Company’s stockholders held to consider the Merger (the “Company 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 in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied in writing by Parent or Sub the Purchaser expressly for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, Statement will comply in all material respects with the provisions of the Exchange Act, Act and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Saffron Acquisition Corp), Merger Agreement (Sun Coast Industries Inc /De/)

Information in Proxy Statement. The Proxy Statement, if any, provided to stockholders of Statement and any other document filed with the SEC by the Company in connection with the Merger, will notMerger (or any amendment thereof or supplement thereto), at the date first mailed to the Company’s stockholders of the Company and at the time of any meeting of the Company’s stockholders held to consider Company Stockholders Meeting, as the Merger (the “Company Stockholders’ Meeting”)case may be, will not 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 made therein, in the light of the circumstances under which they are made, not misleading; provided, except however, that no representation is made by the Company with respect to statements made therein based on information furnished supplied in writing by Parent or Merger Sub relating to Parent or Merger Sub and specifically for inclusion in the Proxy Statement, if anysuch documents. The Proxy Statement, if any, Statement and such other documents filed with the SEC by the Company in connection with the Merger will comply in all material respects with the provisions of the Exchange Act, and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Jda Software Group Inc), Merger Agreement (I2 Technologies Inc)

Information in Proxy Statement. The Proxy Statement, if any, provided to stockholders of the Company in connection with the Merger, will notany (or any amendment thereof or supplement thereto), at the date mailed to the Company’s stockholders 's shareholders and at the time of any the meeting of Company shareholders to be held in connection with the Company’s stockholders held to consider the Merger (the “Company Stockholders’ Meeting”)Merger, will not 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 made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied in writing by Parent or Sub the Purchaser expressly for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, Statement will comply in all material respects with the provisions of the Exchange Act, Act and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Sage Group PLC), Merger Agreement (Best Software Inc)

Information in Proxy Statement. The Proxy Statement, if anyrequired by Section 1.8 hereof (or any amendment thereof or supplement thereto), provided to stockholders of the Company in connection with the Merger, will notwill, at the date mailed to the Company’s Company stockholders and at the time of any the meeting of Company stockholders to be held in connection with stockholder approval of the Company’s stockholders held to consider the Merger (the “Company Stockholders’ Meeting”)Merger, not 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 made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied by Parent or Sub the Purchaser for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, Statement will comply in all material respects with the provisions of the Exchange Act, Act and the rules and regulations thereunderpromul- gated thereunder by the SEC.

Appears in 2 contracts

Sources: Merger Agreement (Extendicare Inc /Can/), Merger Agreement (Arbor Health Care Co /De/)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if anyany (or any amendment thereof or supplement thereto), provided at the date mailed to stockholders Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the Merger, will not, at the date mailed to the Company’s stockholders and at the time of any meeting of the Company’s stockholders held to consider the Merger (the “Company 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 in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied in writing by Parent or Sub the Purchaser expressly for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, Statement will comply in all material respects with the provisions of the Exchange Act, Act and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Rose Acquisition Corp), Merger Agreement (State of the Art Inc /Ca)

Information in Proxy Statement. The Proxy Statement, if anyrequired by Section 1.7 hereof (or any amendment thereof or supplement thereto), provided to stockholders of the Company in connection with the Merger, will notwill, at the date mailed to the Company’s Company stockholders and at the time of any the meeting of Company stockholders to be held in connection with stockholder approval of the Company’s stockholders held to consider the Merger (the “Company Stockholders’ Meeting”)Merger, not 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 made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied by Parent or Sub the Purchaser for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, Statement will comply in all material respects with the provisions of the Exchange Act, Act and the rules and regulations thereunderpromulgated thereunder by the SEC.

Appears in 2 contracts

Sources: Merger Agreement (Advanced Environmental Systems Inc), Merger Agreement (Philip Services Corp)

Information in Proxy Statement. The Proxy Statement, if anyrequired by Section 1.8 hereof (or any amendment thereof or supplement thereto), provided to stockholders of the Company in connection with the Merger, will notwill, at the date mailed to the Company’s Company stockholders and at the time of any the meeting of Company stockholders to be held in connection with stockholder approval of the Company’s stockholders held to consider the Merger (the “Company Stockholders’ Meeting”)Merger, not 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 made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied by Parent or Sub the Purchaser for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, Statement will comply in all material respects with the provisions of the Exchange Act, Act and the rules and regulations thereunderpromulgated thereunder by the SEC.

Appears in 1 contract

Sources: Merger Agreement (Extendicare Health Services Inc)

Information in Proxy Statement. The Proxy Statement, if any, provided to stockholders of Statement and any other document filed with the SEC by the Company in connection with the Merger, will notMerger (or any amendment thereof or supplement thereto), at the date first mailed to the Company’s stockholders shareholders of the Company and at the time of any meeting of the Company’s stockholders held to consider Company Shareholders Meeting, as the Merger (the “Company Stockholders’ Meeting”)case may be, will not 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 made therein, in the light of the circumstances under which they are made, not misleading; provided, except however, that no representation is made by the Company with respect to statements made therein based on information furnished supplied in writing by Parent or Merger Sub specifically for inclusion in the Proxy Statement, if anysuch documents. The Proxy Statement, if any, Statement and such other documents filed with the SEC by the Company will comply in all material respects with the provisions of the Exchange Act, and the rules and regulations thereunder.

Appears in 1 contract

Sources: Merger Agreement (SBS Technologies Inc)

Information in Proxy Statement. The Proxy Statement, if any, provided to stockholders of the Company in connection with the Merger, Statement will not, at the date it is first mailed to the Company’s stockholders and Common Shareholders, at any time it is subsequently amended or at the time of any meeting of the Company’s stockholders held to consider the Merger (the “Company StockholdersShareholders’ 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 made therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of all applicable Laws, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information furnished supplied in writing by Parent or on behalf of Buyer and Merger Sub specifically for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, will comply in all material respects with the provisions of the Exchange Act, and the rules and regulations thereunder.

Appears in 1 contract

Sources: Transaction Agreement (1 800 Flowers Com Inc)

Information in Proxy Statement. The Proxy Statement, if anyany (or any amendment thereof or supplement thereto), provided to stockholders of the Company in connection with the Mergerincluding any information incorporated by reference therein, will notwill, at the date mailed to the Company’s stockholders of the Company and at the time of any the meeting of the stockholders of the Company’s stockholders held to consider the Merger (the “Company 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 in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied by Parent or Sub Purchaser for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, Statement will comply in all material respects with the provisions of the Exchange Act, Act and the rules and regulations thereunder.

Appears in 1 contract

Sources: Merger Agreement (Innovative Valve Technologies Inc)

Information in Proxy Statement. The Proxy Statement, if any, provided Statement and any other document (or any amendment thereof or supplement thereto) mailed to stockholders the shareholders of the Company in connection with the Merger, will Merger shall not, at the date mailed to time of the Company’s stockholders Company Shareholders Meeting and at the time of any meeting of the Company’s stockholders held date such document is first mailed to consider the Merger (the “Company Stockholders’ Meeting”)shareholders, 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 made therein, in the light of the circumstances under which they are made, not misleading; provided, except however, that no representation is made by the Company with respect to statements made therein based on information furnished supplied in writing by Parent or Merger Sub specifically for inclusion in the Proxy Statement, if anysuch documents. The Proxy Statement, if any, will Statement and any documents mailed to the shareholders of the Company or filed with or furnished to the SEC in connection with the Merger shall comply in all material respects with the provisions of the Exchange Act, and the rules and regulations thereunderall applicable Laws.

Appears in 1 contract

Sources: Merger Agreement (STARLIMS Technologies LTD)

Information in Proxy Statement. The Proxy Statement, if any------------------------------ any (or any amendment thereof or supplement thereto), provided will, at the date mailed to Company stockholders and at the time of the meeting of Company stockholders to be held in connection with the Merger, will not, at the date mailed to the Company’s stockholders and at the time of any meeting of the Company’s stockholders held to consider the Merger (the “Company 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 in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied in writing by Parent or Sub the Purchaser for inclusion in the Proxy Statement, if any. The Proxy Statement, if any, Statement will comply in all material respects with the provisions of the Exchange Act, Act and the rules and regulations thereunder.

Appears in 1 contract

Sources: Merger Agreement (Bucyrus Acquisition Corp)