Common use of Proxy/Registration Statement Clause in Contracts

Proxy/Registration Statement. The information supplied or to be supplied by SPAC, its Affiliates or their respective Representatives in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to (i) the SPAC Stockholders and (ii) the Company Shareholders, and (c) the time of (i) the SPAC Stockholders’ Meeting and (ii) the Company Shareholders’ Meeting, 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. Notwithstanding the foregoing, SPAC makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Company, its Subsidiaries, the Acquisition Entities or their respective Affiliates or Representatives. All documents that SPAC is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Appears in 1 contract

Sources: Business Combination Agreement (Quetta Acquisition Corp)

Proxy/Registration Statement. The information supplied or to be supplied by SPAC, its Affiliates or their respective Representatives in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to (i) the SPAC Stockholders Shareholders and (ii) the Company Shareholders, and (c) the time of (i) the SPAC StockholdersShareholders’ Meeting and (ii) the Company Shareholders’ Meeting, 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. Notwithstanding the foregoing, SPAC makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Company, its Subsidiaries, the Acquisition Entities Subsidiaries or their respective Affiliates or Representatives. All documents that SPAC is responsible for filing with the SEC in connection with the Transactions Transaction will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Appears in 1 contract

Sources: Business Combination Agreement (Gesher I Acquisition Corp.)

Proxy/Registration Statement. The information supplied or to be supplied by SPAC, each Acquisition Entity or its Affiliates or their respective Representatives in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to (i) the SPAC Stockholders Shareholders and (ii) the Company Shareholders, and (c) the time of (i) the SPAC StockholdersShareholders’ Meeting and (ii) the Company Shareholders’ Meeting, 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. Notwithstanding the foregoing, SPAC none of the Acquisition Entities makes no any representation, warranty or covenant with respect to any information supplied by or on behalf of CompanySPAC, its Subsidiaries, the Acquisition Entities Affiliates or their respective Affiliates or Representatives. All documents that SPAC an Acquisition Entity is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Appears in 1 contract

Sources: Business Combination Agreement (Prenetics Global LTD)

Proxy/Registration Statement. The information supplied or to be supplied by SPAC, each Acquisition Entity or its Affiliates or their respective Representatives in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to (i) the SPAC Stockholders and (ii) the Company Shareholders, and (c) the time of (i) the SPAC Stockholders’ Meeting and (ii) the Company Shareholders’ Meeting, 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. Notwithstanding the foregoing, SPAC none of the Acquisition Entities makes no any representation, warranty or covenant with respect to any information supplied by or on behalf of CompanySPAC, its Subsidiaries, the Acquisition Entities Affiliates or their respective Affiliates or Representatives. All documents that SPAC an Acquisition Entity is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Appears in 1 contract

Sources: Business Combination Agreement (Quetta Acquisition Corp)

Proxy/Registration Statement. The information supplied or to be supplied by SPAC, its Affiliates or their respective Representatives SPAC in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to (i) the SPAC Stockholders Shareholders and (ii) the Company Shareholders, and (c) the time of (i) the SPAC StockholdersShareholders’ Meeting and (ii) the Company Shareholders’ Meeting, 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. Notwithstanding the foregoing, SPAC makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Company, its Subsidiaries, the Acquisition Entities or their respective Affiliates or Representatives. All documents that SPAC is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Appears in 1 contract

Sources: Business Combination Agreement (AP Acquisition Corp)

Proxy/Registration Statement. The information supplied or to be supplied by SPAC, its Affiliates or their respective Representatives in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to (i) the SPAC Stockholders Shareholders and (ii) the Company Shareholders, and (c) the time of (i) the SPAC StockholdersShareholders’ Meeting and (ii) the Company Shareholders’ Meeting, 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. Notwithstanding the foregoing, SPAC makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Company, its Subsidiaries, the Acquisition Entities or their respective Affiliates or Representatives. All documents that SPAC is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Appears in 1 contract

Sources: Business Combination Agreement (Prenetics Global LTD)