Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 either of Parent or Sub other than with respect to statements made therein based on information supplied by Parent or Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCL.
Appears in 3 contracts
Sources: Merger Agreement (Covidien PLC), Merger Agreement (Covidien Delaware Corp.), Merger Agreement (Power Medical Interventions, Inc.)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 either of Parent or Sub other than with respect to statements made therein based on information supplied by Parent or Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, will comply in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLLaws.
Appears in 3 contracts
Sources: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Adolor Corp), Merger Agreement (Cubist Pharmaceuticals Inc)
Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company 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 either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub the Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 3 contracts
Sources: Merger Agreement (Cheap Tickets Inc), Merger Agreement (Cendant Corp), Agreement and Plan of Merger (Sage Group PLC)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company 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 or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 2 contracts
Sources: Merger Agreement (Orbitz Inc), Merger Agreement (Cendant Corp)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders shareholders and at the time of any meeting of the Company stockholders 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 or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by or on behalf of Parent or Sub expressly Purchaser for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 2 contracts
Sources: Merger Agreement (Koch Industries Inc), Merger Agreement (Georgia Pacific Corp)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company 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 or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 2 contracts
Sources: Merger Agreement (Hewlett Packard Co), Merger Agreement (Opsware Inc)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company Company's stockholders to be held in connection with the MergerTransactions, 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 either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Acquisition Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 2 contracts
Sources: Merger Agreement (Scientific Games Corp), Merger Agreement (Mdi Entertainment Inc)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 either of Parent or Sub other than with respect to statements made therein based on information supplied by Parent or Sub the Company expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 2 contracts
Sources: Merger Agreement (Genzyme Corp), Merger Agreement (Bioenvision Inc)
Information in the Proxy Statement. The Proxy StatementStatement (if any), if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub Purchaser in writing expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements theretotherein. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 2 contracts
Sources: Merger Agreement (Danaher Corp /De/), Merger Agreement (Beckman Coulter Inc)
Information in the Proxy Statement. The Proxy Statement, if (including any (and any amendment thereof and supplement amendments or supplements thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub Purchaser in writing expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements theretotherein. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 2 contracts
Sources: Merger Agreement (International Paper Co /New/), Merger Agreement (Temple Inland Inc)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders Company Shareholders and at the time of any meeting of the Company stockholders to be held in connection with Shareholders Meeting or at the Mergertime of any amendment or supplement thereof, 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 or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements theretotherein. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Abaxis Inc), Merger Agreement (Zoetis Inc.)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders shareholders and at the time of any meeting of the Company stockholders 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 or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 2 contracts
Sources: Merger Agreement (Makemusic, Inc.), Merger Agreement
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub Purchaser in writing expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements theretotherein. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 2 contracts
Sources: Merger Agreement (Presstek Inc /De/), Merger Agreement (Volcom Inc)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company Company's 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 either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 1 contract
Sources: Merger Agreement (Cendant Corp)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company 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 either of Parent or Sub Purchaser other than with respect to statements made therein based on information supplied by Parent or Sub the Company expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub Purchaser for inclusion therein, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 1 contract
Sources: Merger Agreement (Genzyme Corp)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company Company’s 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 made therein, in light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by or on behalf of the Parent or Sub the Purchaser in writing expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement (and any amendment thereof or supplement thereto) will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all any other applicable federal securities and the DGCLLaws.
Appears in 1 contract
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 1 contract
Sources: Merger Agreement (Cendant Corp)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company Company’s 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 made therein, in light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub the Purchaser in writing expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion thereinif any, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all any other applicable federal securities and the DGCLlaws.
Appears in 1 contract
Information in the Proxy Statement. The Proxy Statement, Statement if any (and any amendment thereof and supplement thereto), ) at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company 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 either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub the Company for inclusion therein, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 1 contract
Sources: Merger Agreement (Genzyme Corp)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company stockholders to be held in connection with the Merger, will not contain (by inclusion therein or incorporation by reference) 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 either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub the Purchaser expressly for inclusion or incorporation by reference in the Proxy Statement, including Statement (or any amendments amendment thereof and supplements or supplement thereto). The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 1 contract
Information in the Proxy Statement. The Proxy Statement, if any any, (and any amendment thereof and supplement thereto), ) at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub the Company for inclusion therein, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and all applicable federal securities and the DGCLthereunder.
Appears in 1 contract
Sources: Merger Agreement (Bioenvision Inc)
Information in the Proxy Statement. The Proxy Statement, if any any, (and any amendment thereof and supplement thereto), ) at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub the Company for inclusion therein, will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder thereunder. Parent and all applicable federal securities Sub hereby make the following representations and warranties to the DGCL.Company:
Appears in 1 contract
Sources: Merger Agreement (Genzyme Corp)