Information in the Joint Proxy Statement. None of the information supplied or to be supplied in writing by or on behalf of Parent or any Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document 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 therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and of Parent, at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Company Merger Effective Time, 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 in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the Transactions, to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.20 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to Parent by or on behalf of the Company.
Appears in 2 contracts
Sources: Merger Agreement (Griffin-American Healthcare REIT II, Inc.), Merger Agreement (Northstar Realty Finance Corp.)
Information in the Joint Proxy Statement. None of the information supplied or to be supplied in writing by or on behalf of the Parent or any Parent Subsidiary Companies for inclusion or incorporation by reference in into (i) the Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time such document the Form S-4 is amended or supplemented or at the time such document the Form S-4 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 therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it the Joint Proxy Statement is first mailed to the stockholders shareholders of the Company and of Parent, at the time of the Company Stockholder Shareholder Meeting, at the time of the Parent Shareholder Meeting and the Parent Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Company Merger Effective TimeSEC, 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 in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the Transactions, to the extent relating to the Parent or any Parent Subsidiary Companies or other information supplied by or on behalf of the Parent or any Parent Subsidiary Companies for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.20 4.26 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to Parent by or on behalf of the Company.
Appears in 2 contracts
Sources: Merger Agreement (Pebblebrook Hotel Trust), Merger Agreement (LaSalle Hotel Properties)
Information in the Joint Proxy Statement. None of the information supplied or to be supplied in writing by or on behalf of Parent or any Parent Subsidiary the Acquired Companies for inclusion or incorporation by reference in into (i) the Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time such document the Form S-4 is amended or supplemented or at the time such document the Form S-4 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 therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at on the date it the Joint Proxy Statement is first mailed to the stockholders shareholders of the Company and of Parent, at the time of the Company Stockholder Meeting and the Parent Stockholder Shareholder Meeting, at the time of the Parent Shareholder Meeting and at the time the Form S-4 S‑4 is declared effective by the SEC or at the Company Merger Effective TimeSEC, 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 in which they were made, not misleading. All documents that Parent the Company is responsible for filing with the SEC in connection with the Transactions, to the extent relating to Parent or any Parent Subsidiary the Acquired Companies or other information supplied by or on behalf of Parent or any Parent Subsidiary the Acquired Companies for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.20 3.19 will not apply to statements or omissions included in the Form S-4 S‑4 or the Joint Proxy Statement to the extent based upon information supplied to Parent the Company by or on behalf of the CompanyParent Parties.
Appears in 1 contract
Information in the Joint Proxy Statement. None of the information supplied or to be supplied in writing by or on behalf of Parent or any Parent Subsidiary the Acquired Companies for inclusion or incorporation by reference in into (i) the Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time such document the Form S-4 is amended or supplemented or at the time such document the Form S-4 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 therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at on the date it the Joint Proxy Statement is first mailed to the stockholders shareholders of the Company and of Parent, at the time of the Company Stockholder Shareholder Meeting, at the time of the Parent Shareholder Meeting and the Parent Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Company Merger Effective TimeSEC, 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 in which they were made, not misleading. All documents that Parent the Company is responsible for filing with the SEC in connection with the Transactions, to the extent relating to Parent or any Parent Subsidiary the Acquired Companies or other information supplied by or on behalf of Parent or any Parent Subsidiary the Acquired Companies for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.20 3.19 will not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to Parent the Company by or on behalf of the CompanyParent Parties.
Appears in 1 contract