Common use of Information Statement and Consent Clause in Contracts

Information Statement and Consent. The information provided --------------------------------- by Target included in the information statement to be mailed to stockholders of Target in connection with the transactions contemplated hereby (the "Information Statement") shall not at the time the Information Statement is mailed to stockholders of Target and at all times subsequent thereto (through and including the Effective 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 therein, in light of the circumstances under which they were made, not misleading. The information provided related to Target included in any written consent (the "Consent") shall not, on the date the Consent is first mailed to Target's stockholders and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement which has become false or misleading. If, at any time prior to the Effective Time, any event or information should be discovered by Target which should be set forth in an amendment to (x) the Information Statement or (y) the Consent, Target shall promptly inform Acquiror. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information furnished by Acquiror which is contained in any of the foregoing documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Loudeye Technologies Inc)

AutoNDA by SimpleDocs

Information Statement and Consent. The information --------------------------------- provided --------------------------------- by Target included in the information statement to be mailed to stockholders shareholders of Target in connection with the transactions contemplated hereby (the "Information Statement") shall not at the time the Information Statement is mailed to stockholders shareholders of Target and at all times subsequent thereto (through and including the Effective 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 therein, in light of the circumstances under which they were made, not misleading. The information provided related to Target included in any written consent (the "Consent") shall not, on the date the Consent is first mailed to Target's stockholders shareholders, or at the meeting of Target's shareholders to consider the Merger (the "Target Shareholders Meeting") and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Target Shareholders Meeting which has become false or misleading. If, at any time prior to the Effective Time, any event or information should be discovered by Target which should be set forth in an amendment to (x) the Information Statement or (y) the Consent, Target shall promptly inform Acquiror. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information furnished by Acquiror which is contained in any of the foregoing documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metawave Communications Corp)

Information Statement and Consent. The information provided --------------------------------- by Target Acquiror included in the information statement to be mailed to stockholders of Target in connection with the transactions contemplated hereby (the "Information Statement") Statement shall not not, at the time the Information Statement is mailed to stockholders of Target and at all times subsequent thereto (through and including the Effective 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 therein, in light of the circumstances under which they were made, not misleading. The information provided related to Target by Acquiror included in any written consent (the "Consent") Consent shall not, on the date the Consent is first mailed to Target's stockholders and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are it is made, not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. If, If at any time prior to the Effective Time, Time any event or information should be discovered by Target Acquiror which should be set forth in an any amendment or supplement to (x) the Information Statement or (y) the Consent, Target shall Acquiror will promptly inform AcquirorTarget. Notwithstanding the foregoing, Target the Information Statement or Acquiror makes no representation, warranty or covenant with respect to any information furnished by Acquiror relating to Target which is contained in any of the foregoing forgoing documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Loudeye Technologies Inc)

AutoNDA by SimpleDocs

Information Statement and Consent. The information provided --------------------------------- by Target Acquiror included in the information statement to be mailed to stockholders of Target in connection with the transactions contemplated hereby (the "Information Statement") Statement shall not not, at the time the Information Statement is mailed to stockholders shareholders of Target and at all times subsequent thereto (through and including the Effective 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 therein, in light of the circumstances under which they were made, not misleading. The information provided related to Target by Acquiror included in any written consent (the "Consent") Consent shall not, on the date the Consent is first mailed to Target's stockholders shareholders, or at the time of the Target Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are it is made, not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Target Shareholders Meeting which has become false or misleading. If, If at any time prior to the Effective Time, Time any event or information should be discovered by Target Acquiror which should be set forth in an any amendment or supplement to (x) the Information Statement or (y) the Consent, Target shall Acquiror will promptly inform AcquirorTarget. Notwithstanding the foregoing, Target the Information Statement or Acquiror makes no representation, warranty or covenant with respect to any information furnished by Acquiror relating to Target which is contained in any of the foregoing forgoing documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metawave Communications Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.