Offer Documents; Proxy Statement. (1) None of the Offer Documents will, at the times such documents are filed with the SEC and are mailed to the shareholders of the Company, contain any untrue statement of a material fact or omit to state a 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 made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by the Company or an affiliate of the Company expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
Appears in 3 contracts
Samples: Shareholder Tender Agreement (Galyans Trading Co Inc), Shareholder Tender Agreement (Dicks Sporting Goods Inc), Shareholder Tender Agreement (Galyans Trading Co Inc)
Offer Documents; Proxy Statement. (1i) None of the Offer Documents will, at the times such documents are filed with the SEC and are mailed to the shareholders of the Company, contain any untrue statement of a material fact or omit to state a 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 made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by the Company or an affiliate of the Company expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dicks Sporting Goods Inc), Agreement and Plan of Merger (Galyans Trading Co Inc), Agreement and Plan of Merger (Galyans Trading Co Inc)
Offer Documents; Proxy Statement. (1a) None of the Offer Documents will, at the times such documents are filed with the SEC and are mailed to the shareholders of the Company, contain any untrue statement of a material fact or omit to state a 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 made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by the Company or an affiliate of the Company expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compusa Inc), Agreement and Plan of Merger (United Technologies Corp /De/)
Offer Documents; Proxy Statement. (1a) None of the Offer Documents will, at the times such documents are filed with the SEC and are mailed to the shareholders stockholders of the Company, contain any untrue statement of a material fact or omit to state a 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 made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by the Company or an affiliate of the Company expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Numerical Technologies Inc), Agreement and Plan of Merger (Synopsys Inc)
