Common use of Information in Proxy Statement Clause in Contracts

Information in Proxy Statement. The Proxy Statement, if any (or any amendment thereof or supplement thereto), at the date mailed to the Company's shareholders and at the time of the meeting of Company shareholders to be held in connection with the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Best Software Inc), Agreement and Plan of Merger (Sage Group PLC)

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Information in Proxy Statement. The Proxy Statement, if ------------------------------ any (or any amendment thereof or supplement thereto), will, at the date mailed to the Company's shareholders Company stockholders and at the time of the meeting of Company shareholders stockholders to be held in connection with the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hain Food Group Inc), Agreement and Plan of Merger (Hain Food Group Inc)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any (or any amendment thereof or supplement thereto), at the date mailed to the Company's Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

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

Information in Proxy Statement. The Proxy Statement, if any (or any amendment thereof or supplement thereto), will not, at the date mailed to the Company's Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Communications Central Inc), Agreement and Plan of Merger (Phonetel Technologies Inc)

Information in Proxy Statement. The Proxy Statement, if any required by Section 1.8 hereof (or any amendment thereof or supplement thereto), will, at the date mailed to the Company's shareholders Company stockholders and at the time of the meeting of Company shareholders stockholders to be held in connection with stockholder approval of the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderpromul- gated thereunder by the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Arbor Health Care Co /De/), Agreement and Plan of Merger (Extendicare Inc /Can/)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any (or any amendment thereof or supplement thereto), at the date mailed to the Company's shareholders Company stockholders and at the time of the meeting of Company shareholders stockholders to be held in connection with the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sun Coast Industries Inc /De/), Agreement and Plan of Merger (Saffron Acquisition Corp)

Information in Proxy Statement. The Proxy Statement, if any required by Section 1.7 hereof (or any amendment thereof or supplement thereto), will, at the date mailed to the Company's shareholders Company stockholders and at the time of the meeting of Company shareholders stockholders to be held in connection with stockholder approval of the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderpromulgated thereunder by the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Philip Services Corp), Agreement and Plan of Merger (Advanced Environmental Systems Inc)

Information in Proxy Statement. The Proxy Statement, if any required by Section 1.8 hereof (or any amendment thereof or supplement thereto), will, at the date mailed to the Company's shareholders Company stockholders and at the time of the meeting of Company shareholders stockholders to be held in connection with stockholder approval of the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderpromulgated thereunder by the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Extendicare Health Services Inc)

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Information in Proxy Statement. The Proxy Statement, if any Statement (or any amendment thereof or supplement supple ment thereto)) will, at the date mailed to the Company's shareholders Company share holders and at the time of the meeting of Company shareholders share holders to be held in connection with the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly in writ ing for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations regula tions thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dawson Production Services Inc)

Information in Proxy Statement. The Proxy Statement, if any (or any amendment thereof or supplement thereto), will, at the date mailed to the Company's shareholders Company stockholders and at the time of the meeting of Company shareholders stockholders to be held in connection with the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.. Section 3.20

Appears in 1 contract

Samples: Exhibit 1 Agreement and Plan of Merger (Bucyrus International Inc)

Information in Proxy Statement. The Proxy Statement, if any (or any amendment thereof or supplement thereto), including any information incorporated by reference therein, will, at the date mailed to the Company's shareholders stockholders of the Company and at the time of the meeting of Company shareholders to be held in connection with the Mergerstockholders of the Company, 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innovative Valve Technologies Inc)

Information in Proxy Statement. The Proxy Statement, if ------------------------------ any (or any amendment thereof or supplement thereto), will, at the date mailed to the Company's shareholders Company stockholders and at the time of the meeting of Company shareholders stockholders to be held in connection with the 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 therein, in 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 supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bucyrus Acquisition Corp)

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