Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.), Agreement and Plan of Merger (Randstad North America, L.P.)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, not when filed with the SEC or at the time of distribution or dissemination thereof to the stockholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws laws and the rules and regulations thereunder.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Adeza Biomedical Corp), Agreement and Plan of Merger (Ericsson Lm Telephone Co), Agreement and Plan of Merger (Cytyc Corp)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or and at the time of distribution or dissemination thereof to the Company’s stockholdersshareholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Ascena Retail Group, Inc.)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will shall not, when filed with the SEC SEC, when first published, distributed or disseminated to the stockholders of the Company and at the time of distribution or dissemination thereof to the Company’s stockholdersExpiration Date, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub the Purchaser with respect to statements made therein in the Offer Documents based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documentstherein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities Laws and the rules and regulations thereunderLaws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Celera CORP)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the stockholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by the Company or its Representatives for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal Federal securities Laws and the rules and regulations thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pilgrims Pride Corp), Agreement and Plan of Merger (Gold Kist Inc.), Agreement and Plan of Merger (Gold Kist Inc.)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Luminex Corp), Tender and Voting Agreement (Computer Software Innovations, Inc.)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s 's stockholders, contain any untrue statement 26995100v.1 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Nanosphere Inc)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the stockholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Beckman Coulter Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied based on information furnished by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunderrequirements of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vidler Water Resources, Inc.), Agreement and Plan of Merger (Iec Electronics Corp)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, not when filed with the SEC or at the time of distribution or dissemination thereof to the stockholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws laws and the rules and regulations thereunder.. Section 4.7
Appears in 2 contracts
Samples: Iv Agreement and Plan of Merger (Opsware Inc), Iv Agreement and Plan of Merger (Hewlett Packard Co)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholdersshareholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MGC DIAGNOSTICS Corp), Agreement and Plan of Merger (MGC Parent LLC)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, not when filed with the SEC or at the time of distribution or dissemination thereof to the shareholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Koch Industries Inc), Agreement and Plan of Merger (Georgia Pacific Corp)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the stockholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by the Company or its Representatives for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal Federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Iron Acquisition Corp), Agreement and Plan of Merger (Engelhard Corp)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or and at the time of distribution or dissemination thereof to the Company’s stockholders's 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Agreement and Plan of Merger (Charming Shoppes Inc)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, not when filed with the SEC or at the time of distribution or dissemination thereof date mailed to the Company’s stockholders, stockholders of the Company 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 light of the circumstances under which they were are made, not misleading. Notwithstanding , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the foregoingOffer which has become false or misleading, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied in writing by the Company or its Representatives for inclusion or incorporation by reference in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunderLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nextest Systems Corp), Agreement and Plan of Merger (Teradyne, Inc)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholdersstockholders of the Company, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cougar Biotechnology, Inc.), Agreement and Plan of Merger (Johnson & Johnson)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholdersshareholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 1 contract
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement theretothereof) will not, when filed with the SEC or at the time of first distribution or dissemination thereof to the Company’s stockholders, shareholders of the Company 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made therein in the Offer Documents based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documentstherein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities Laws and the rules and regulations thereunderlaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edac Technologies Corp)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 1 contract
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or and at the time of distribution or dissemination thereof to the Company’s stockholdersshareholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub Offeror with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 1 contract
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement theretothereof) will not, when filed with the SEC or at the time of first distribution or dissemination thereof to the Company’s stockholders, shareholders of the Company contain any untrue statement of a material fact or omit to state any material fact required to be Table of Contents stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made therein in the Offer Documents based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documentstherein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities Laws and the rules and regulations thereunderlaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GB Aero Engine Merger Sub Inc.)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will shall not, when filed with the SEC SEC, when first published, distributed or disseminated to the shareholders of the Company and at the time of distribution or dissemination thereof to the Company’s stockholdersExpiration Date, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein in the Offer Documents based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documentstherein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities Laws and the rules and regulations thereunder.Laws
Appears in 1 contract
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied to Parent or Merger Sub by or on behalf of the Company or its Representatives expressly for inclusion or incorporation by reference in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MRV Communications Inc)
