Common use of Proxy Statement; Registration Statement; Other Information Clause in Contracts

Proxy Statement; Registration Statement; Other Information. The information, taken as a whole, with respect to Parent or its Subsidiaries to be included in the Proxy Statement (as defined in Section 5.2) or the Registration Statement (as defined in Section 5.2) will not, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Special Meeting, or, in the case of the Registration Statement, at the time it becomes effective or at the effective time of any post-effective amendment, 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, except that no representation is made by Parent or Merger Sub with respect to information supplied in writing by the Company or any affiliate of the Company specifically for inclusion in the Proxy Statement or the Registration Statement. Each of the Proxy Statement and Registration Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (SFX Entertainment Inc)

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Proxy Statement; Registration Statement; Other Information. The information, taken as a whole, None of the information with respect to Parent the Company or its Subsidiaries to be included in the Proxy Statement (as defined in Section 5.2) or the Registration Statement (as defined in Section 5.2) will notwill, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Special Meeting, Meeting (as defined in Section 5.3) or, in the case of the Registration Statement, at the time it becomes effective or at the effective time of any post-effective amendment, 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, except that no representation is made by Parent or Merger Sub the Company with respect to information supplied in writing by the Company Parent or any affiliate of the Company Parent specifically for inclusion in the Proxy Statement or the Registration Statement. Each of the The Proxy Statement and Registration Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder."

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Align Rite International Inc), Agreement and Plan of Merger (Photronics Inc)

Proxy Statement; Registration Statement; Other Information. The information, taken as a whole, with respect to Parent the Company or its Subsidiaries to be included in the Proxy Statement (as defined in Section 5.2) or the Registration Statement (as defined in Section 5.2) will not, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Special MeetingMeeting (as defined in Section 5.3), or, in the case of the Registration Statement, at the time it becomes effective or at the effective time of any post-effective amendment, 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, except that no representation is made by Parent or Merger Sub the Company with respect to information supplied in writing by the Company Parent, Merger Sub or any affiliate of the Company Parent specifically for inclusion in the Proxy Statement or the Registration Statement. Each of the The Proxy Statement and Registration Statement (as it relates to the Company) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (SFX Entertainment Inc)

Proxy Statement; Registration Statement; Other Information. The information, taken as a whole, None of the information with respect to Parent or its Subsidiaries to be included in the Proxy Statement (as defined in Section section 5.2) or the Registration Statement (as defined in Section section 5.2) will notwill, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Special Meeting, or, in the case of the Registration Statement, at the time it becomes effective or at the effective time of any post-effective amendment, 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, except that no representation is made by Parent or Merger Sub with respect to information supplied in writing by the Company or any affiliate of the Company specifically for inclusion in the Proxy Statement or the Registration Statement. Each of the Proxy Statement and The Registration Statement will each comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Universal Outdoor Holdings Inc)

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Proxy Statement; Registration Statement; Other Information. The information, taken as a whole, with respect to Parent or its Subsidiaries the Company to be included in the Proxy Statement (as defined herein) or, to the extent provided by the Company in Section 5.2) or writing for inclusion therein, the Registration Statement (as defined in Section 5.2herein) will not, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Special Meeting, Meeting (as defined herein) or, in the case of the Registration Statement, at the time it becomes effective or at the effective time of any post-effective amendment, 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, except that no representation is made by Parent or Merger Sub the Company with respect to information supplied in writing by the Company Fiserv, Fiserv Sub or any affiliate "affiliate" of the Company Fiserv specifically for inclusion in the Proxy Statement or the Registration Statement. Each of the The Proxy Statement and Registration Statement (as it relates to the Company) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunderAct.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avidyn Inc)

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