Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Smartflex Systems Inc), Agreement and Plan of Merger (Ssi Acquisition Corp), Agreement and Plan of Merger (Saturn Electronics & Engineering Inc)
Proxy Statement. Neither None of the Schedule 14D-9 nor information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any amendment or supplement thereto pursuant to which Parent Shares issuable in the Merger will be registered with the SEC (the “S-4”) shall at the time the S-4 is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) or at the Effective Time 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 not, not misleading. None of the information supplied or to be supplied by the Company for inclusion in the Offer Documents proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement as amended or supplemented, the “Proxy Statement”) shall, on the date the Proxy Statement is first mailed to the stockholders of the Company and during the pendency of the Stockholders Meeting, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders time of the Company, as the case may beCompany Requisite Vote, 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 the light of the circumstances under which they are were made, not misleading. In Notwithstanding the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is requiredforegoing, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Companywill, at the time of the Special Shareholders' Stockholders Meeting, if applicable and at the Effective Time, be false or misleading with respect comply as to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser Merger Sub or any of their respective representatives which is excerpted from contained or derived from public sources other than incorporated by reference in the Company's public filings with the SECProxy Statement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Virgin Mobile USA, Inc.), Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (Sprint Nextel Corp)
Proxy Statement. Neither None of the Schedule 14D-9 nor any 14D-9, the information supplied by the Company specifically for inclusion in the Offer Documents or the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") shall, at the respective times the Schedule 14D-9, the Offer Documents, the Information Statement or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the The proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger 6.01) (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, Company or at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, and, with respect to the Information Statement at the time Shares are accepted for payment in the Offer, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or or, with respect to the Proxy Statement, necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of their representatives which is contained in any of the foregoing documents or the Offer Documents. The Schedule 14D-9 14D-9, the Information Statement and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SECAct.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shopko Stores Inc), Agreement and Plan of Merger (Pamida Holdings Corp/De/), Agreement and Plan of Merger (Citigroup Inc)
Proxy Statement. Offer Documents and Schedule 14D-9. Neither the Schedule 14D-9 nor any of the information supplied or to be supplied by the Company in writing for inclusion in the Offer Documents shallwill, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC Commission or are first published, sent or given to shareholders of the Company, as the case may be, 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 the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of Shareholders' Meeting is held, the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement Proxy Statement to be sent to the shareholders of the Company in connection with the Special such Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall will not, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, Company or at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied or to be supplied by Parent, Sub or any of their respective representatives expressly for inclusion in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings foregoing documents. The Schedule 14D-9 and the Proxy Statement, if applicable, will comply in all material respects with the SECrequirements of the Exchange Act.
Appears in 2 contracts
Samples: Acquisition Agreement (Amerada Hess Corp), Acquisition Agreement (Triton Energy LTD)
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion or incorporation by reference in the Offer Documents shall, at the respective times set out in the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto that are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), hereinafter defined) nor the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any --------------- amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. If, at any time prior to the Effective Time, any event with respect to the Company, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Schedule 14D-9, the Offer Documents or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to Holders. Prior to the filing of such amendment or supplement with the SEC, a copy thereof will be delivered to Parent and its counsel, who shall, to the extent practicable under the circumstances and applicable law, have the opportunity to comment on such amendment or supplement. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nalco Chemical Co), Agreement and Plan of Merger (H2o Acquisition Co)
Proxy Statement. Neither At the Schedule 14D-9 nor any time the Proxy Statement is mailed, the Proxy Statement (as defined below) will comply as to form in all material respects with the Exchange Act and the regulations thereunder, except that no representation is being made by the Company with respect to information supplied in writing by or on behalf of Newco specifically for inclusion in the Proxy Statement. None of the information supplied by the Company specifically for inclusion in the Offer Documents Proxy Statement shall, at the respective times time the Schedule 14D-9Proxy Statement is mailed, at the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders time of the Company, as Stockholder Meeting or at the case may beEffective Time, 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 the light of the circumstances under which they are were made, not misleading. In ; provided, however, that the event that Purchaser has Company is not designated a majority making any representation or warranty as to any of the members information relating to and supplied in writing by or on behalf of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company Newco specifically for inclusion in the Proxy Statement. The letter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be sent distributed to the shareholders stockholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof)Merger, nor and the information statement to be sent to shareholders Schedule 14A and the Schedule 13E-3 filing required under the rules and regulations of the Company SEC in connection with the Merger Transactions (such proxy the "Schedule 13E-3") and any other schedule required to be filed with the SEC in connection therewith, together with any amendments or information statementsupplements thereto, as amended or supplemented, being are collectively referred to herein as the "Proxy Statement.") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mindel Laurence B), Agreement and Plan (Mindel Laurence B)
Proxy Statement. Neither None of the Schedule 14D-9 nor any 14D-9, the information supplied by the Company for inclusion in the Offer Documents or the Note Tender Offer Documents or the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") shall, at the respective times the Schedule 14D-9, the Offer Documents, the Note Tender Offer Documents, the Information Statement or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the The proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger ) (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, Company or at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, and, with respect to the Information Statement at the time Shares are accepted for payment in the Offer and with respect to the Note Tender Offer at the time the Notes (and related Consents) are accepted for payment in the Note Tender Offer, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or or, with respect to the Proxy Statement, necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of their representatives which is contained in any of the foregoing documents or the Offer Documents or the Note Tender Offer Documents. The Schedule 14D-9 14D-9, the Information Statement and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hills Stores Co /De/), Agreement and Plan of Merger (HSC Acquisition Corp)
Proxy Statement. Neither The information to be included in the Schedule 14D-9 nor and any information supplied by the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents shallshall not, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as Company or at the case may beexpiration date or the date of purchase, 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the The information supplied included or incorporated by the Company for inclusion reference in the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special Shareholders' Stockholders Meeting (as defined in Section 6.01 hereof)hereinafter defined) will not, nor and the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall ), will not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special Shareholders' Meeting, if applicable Stockholders Meeting and at the Effective Time, be contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any 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 the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Stockholders Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser in writing expressly for inclusion in the Schedule 14D-9 or which is excerpted from or derived from public sources other than Proxy Statement. The Schedule 14D-9 and the Company's public filings Proxy Statement shall comply in all material respects with the SECrequirements of the Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Select Medical of Mechanicsburg Inc), Agreement and Plan of Merger (Intensiva Healthcare Corp)
Proxy Statement. Offer Documents and Schedule 14D-9. Neither the Schedule 14D-9 nor any of the information supplied or to be supplied by the Company in writing for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC Commission or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of Stockholders' Meeting is held, the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement Proxy Statement to be sent to the shareholders stockholders of the Company in connection with the Special Shareholderssuch Stockholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall will not, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, Company or at the time of the Special ShareholdersStockholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied or to be supplied by Buyer, Acquisition or any of their respective representatives in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than for inclusion in the Company's public filings foregoing documents. The Schedule 14D-9 and the Proxy Statement, if applicable, shall comply in all material respects with the SECrequirements of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (T Netix Inc), Agreement and Plan of Merger (T Netix Inc)
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special Shareholders' Stockholders’ Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "“Proxy Statement") shall not”), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, Company and at the time of the Special Shareholders' Stockholders’ Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement and all documents required to be filed by the Company with the SEC or disseminated to Company stockholders in connection with this Agreement and the Transactions shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from any of their Representatives for inclusion in any of the foregoing documents or derived from public sources other than the Company's public filings with the SECOffer Documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wind River Systems Inc), Agreement and Plan of Merger (Intel Corp)
Proxy Statement. Neither Subject to the Schedule 14D-9 nor any accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.24, none of the information supplied (or to be supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the Offer Documents shallForm S-4 to be filed with the SEC by Parent in connection with the Share Issuance will, at the respective times time the Schedule 14D-9, the Offer DocumentsForm S-4, or any amendments amendment or supplements thereto are supplement thereto, is filed with the SEC or are first published, sent or given to shareholders of at the Company, as time it becomes effective under the case may beSecurities Act, 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d, and (b) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company Stockholders in connection with the Special Shareholders' Company Stockholders’ Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "“Proxy Statement"”) shall notwill, at on the date the Proxy Statement (or any amendment or supplement thereto) it is first mailed to shareholders of the CompanyCompany Stockholders, and at the time of the Special Shareholders' Company Stockholders Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies a proxy for the Special Shareholders' Company Stockholders’ Meeting or the subject matter thereof which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall (except for such portions thereof that relate only to Parent or any Subsidiary of Parent) will comply as to form in all material respects as to form with the applicable requirements of the Exchange Act and the rules and regulations thereunderAct. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by or on behalf of Parent or Purchaser Merger Sub for inclusion or which is excerpted from or derived from public sources other than incorporation by reference in any of the Company's public filings with the SECforegoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TTM Technologies Inc), Agreement and Plan of Merger (Viasystems Group Inc)
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of 25 21 the Company, as the case may be, 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 the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of its representatives for inclusion in any of the foregoing documents or the Offer Documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 2 contracts
Samples: Microwave Power Devices Inc, Ericsson MPD Acquisition Corp
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company to Parent specifically for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, 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 the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' ’ Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "“Proxy Statement") shall not”), if any, shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, Company and at the time of the Special Shareholders' ’ Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they are were made, not misleading false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' ’ Meeting which that shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement and the information supplied by the Company specifically for inclusion in the Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from any of their Representatives specifically for inclusion in any of the Offer Documents, the Schedule 14D-9 or derived from public sources other than the Company's public filings with the SECProxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Actel Corp), Agreement and Plan of Merger (Microsemi Corp)
Proxy Statement. Neither As soon as practicable following the Schedule 14D-9 nor any information supplied date of this --------------- Agreement, Buffton intends to file with the SEC under the Exchange Act, and shall use commercially reasonable efforts to have cleared by the Company for inclusion SEC, a proxy statement (Buffton's proxy statement, as amended or supplemented, is referred to as the "Proxy Statement"), with respect hereto. The Proxy Statement shall be --------------- true and correct in all material respects and shall not omit to state any material fact necessary in order to make such information not misleading, in each case, as of the Offer Documents shalldate of the Proxy Statement. The Proxy Statement will comply in all material respects with the Exchange Act and the rules and regulations thereunder. The Proxy Statement will not, at the respective times time the Schedule 14D-9, the Offer Documents, Proxy Statement (or any amendments amendment or supplements thereto are supplement thereto) is filed in final form with the SEC or are first publishedsent to stockholders, sent or given to shareholders at the time of the CompanyBuffton Stockholders Meeting (as defined in Section 6.13) (and the date of any adjournment thereof), as the case may be, ------------ contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. In the event , except that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty is being made by Buffton with respect to any information which is supplied to Buffton by Xxxxxxx or any affiliate of Xxxxxxx specifically for inclusion in writing by Parent the Proxy Statement. Prior to the filing or Purchaser distribution of the Proxy Statement or which is excerpted from any other filing with any federal or derived from public sources other than the Company's public filings with the SECstate agency relating hereto, Buffton shall give Xxxxxxx and its counsel an opportunity to review and comment upon such documents.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Buffton Corp), Asset Purchase Agreement (Buffton Corp)
Proxy Statement. Neither The Company covenants and agrees that: (a) the Schedule 14D-9 nor any information supplied by Proxy Statement (and the Company for inclusion in the Offer Documents shallletter to stockholders, notice of meeting and form of proxy included therewith) will not, at the respective times time that the Schedule 14D-9, the Offer Documents, Proxy Statement or any amendments amendment or supplements supplement thereto are is filed with the SEC or are is first published, sent or given mailed to shareholders the stockholders of the Company, as at the case may betime of the Company Stockholders’ Meeting and at the Effective Time, 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 the light of the circumstances under which they are were made, not misleading; and (b) the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will comply in all material respects with the provisions of applicable federal securities Laws. In Notwithstanding the event foregoing, the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by Parent or Merger Sub for inclusion therein. Parent covenants and agrees that Purchaser has not designated a majority none of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company Parent or Merger Sub in writing expressly for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall notStatement will, at the date time that the Proxy Statement (is filed with the SEC or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special Shareholders' Meeting, if applicable Company Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sonesta International Hotels Corp), Purchase Agreement (Hospitality Properties Trust)
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote Stockholders' Meeting is requiredheld, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof7.01), nor the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, and at the time of the Special ShareholdersStockholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to Meeting contain any untrue statement of 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 the light of the circumstances circumstance under which they are were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied in writing by Parent, Purchaser or any of Parent's or Purchaser's representatives expressly for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intermagnetics General Corp), Agreement and Plan of Merger (Invivo Corp)
Proxy Statement. Neither Offer Documents and Schedule 14D-9. --------------------------------------------------- The definitive Proxy Statement will comply in all material respects with the Schedule 14D-9 nor Exchange Act and the rules and regulations thereunder and any other applicable laws. If at any time prior to a meeting of the stockholders of the Company, any event occurs which should be described in an amendment or supplement to the Proxy Statement, the Company shall file and disseminate, as required, an amendment or supplement which complies in all material respects with the Exchange Act and the rules and regulations thereunder and any other applicable laws. Prior to its filing with the Commission, the amendment or supplement shall be delivered to Parent and Sub and their counsel. None of the information supplied by the Company for inclusion or incorporation by reference in (i) the documents pursuant to which the Offer will be made, including the Offer Documents, or (ii) the Proxy Statement, will, in the case of the Offer Documents shallDocuments, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto Documents are filed with the SEC Commission or are first published, sent or given to shareholders the Company's stockholders or, in the case of the CompanyProxy Statement, as at the case may bedate such information is supplied and at the Effective Time, 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 thereinmade, in light of the circumstance under which they are made, not misleading. None of the information supplied by the Company in the Schedule 14D-9, at the respective times the Schedule 14D-9 is filed with the Commission or first published, sent or given to the Company's stockholders will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they are made, not misleading. In Notwithstanding the event that Purchaser has not designated a majority foregoing, no representation or warranty is made with respect to any information with respect to Parent, Sub or their officers, directors or Affiliates provided to the Company by Parent or Sub in writing for inclusion in the Schedule 14D-9. The Schedule l4D-9 shall comply in all material respects with the Exchange Act and the rules and regulations thereunder and any other applicable laws. If at any time prior to the expiration or termination of the members of the Board pursuant Offer any event occurs which should be described in an amendment or supplement to the terms of Section 1.02(d) above Schedule l4D-9 or any amendment or supplement thereto, the Company shall file and a shareholder vote is disseminate, as required, neither an amendment or supplement which complies in all material respects with the Exchange Act and the rules and regulations thereunder and any other applicable laws. Prior to its filing with the Commission, the amendment or supplement shall be delivered to Parent and Sub and their counsel. If, at any time prior to the Effective Time, any event with respect to the Company, or with respect to any information supplied by the Company for inclusion in the proxy statement to Offer Documents, shall occur which should be sent to the shareholders of the Company described in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any an amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any material factof, or omit to state any material fact required to be stated therein or necessary in order to make the statements made thereina supplement to, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoingsuch documents, the Company makes no representation or warranty with respect shall promptly provide a description of such event to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SECand Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Foodservice/Md/), Agreement and Plan of Merger (Royal Ahold)
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders The sections of the CompanyProxy Statement set forth on Schedule 3.5(a) hereto, will not, as of (a) the case may betime it is first mailed to the stockholders of IWEST and (b) the date of the IWEST Stockholders’ 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 made therein, in the light of the circumstances under which they are were made, not misleading. In To the event that Purchaser has not designated a majority Knowledge of the members Special Committee, the remainder of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement theretoexcluding those sections of the Proxy Statement set forth on Schedule 4.24(a) hereto) will not, as of (a) the time it is first mailed to shareholders the stockholders of IWEST and (b) the date of the Company, at the time of the Special Shareholders' IWEST Stockholders’ Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and To the Knowledge of the IWEST Special Committee, the Proxy Statement shall will, as of (x) the time it is first mailed to stockholders of the IWEST and (y) the date of the IWEST Stockholders’ Meeting, comply as to form in all material respects as to form with the applicable requirements of the Exchange Act and other applicable Laws. The representations and warranties contained in this Section 3.5 will not apply to statements included in or omissions from the rules and regulations thereunder. Notwithstanding Proxy Statement based upon information furnished in writing, or failed to be so furnished, to IWEST or any Acquisition Entity by the foregoingAgent, TIGI, the Company makes no representation Service Providers, IREIC or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SECStockholder specifically for use therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inland Western Retail Real Estate Trust Inc)
Proxy Statement. Neither At the Schedule 14D-9 nor any time the Proxy Statement is mailed, --------------- the Proxy Statement (as defined below) will comply as to form in all material respects with the Exchange Act and the regulations thereunder, except that no representation is being made by the Company with respect to information supplied in writing by or on behalf of Newco specifically for inclusion in the Proxy Statement. None of the information supplied by the Company specifically for inclusion in the Offer Documents Proxy Statement shall, at the respective times time the Schedule 14D-9Proxy Statement is mailed, at the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders time of the Company, as Stockholder Meeting or at the case may beEffective Time, 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 the light of the circumstances under which they are were made, not misleading. In ; provided, however, that the event that Purchaser has Company -------- ------- is not designated a majority making any representation or warranty as to any of the members information relating to and supplied in writing by or on behalf of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company Newco specifically for inclusion in the Proxy Statement. The letter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be sent distributed to the shareholders stockholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof)Merger, nor and the information statement to be sent to shareholders Schedule 14A and the Schedule 13E-3 filing required under the rules and regulations of the Company SEC in connection with the Merger Transactions (such proxy the "Schedule 13E-3") and any other schedule required to be filed with the SEC in -------------- connection therewith, together with any amendments or information statementsupplements thereto, as amended or supplemented, being are collectively referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC." ---------------
Appears in 1 contract
Samples: Agreement and Plan of Merger (Manhattan Acquisition Corp)
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), hereinafter defined) nor the information statement to be sent to shareholders of the Company in connection with the Merger such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable Meeting and at the Effective Time, be contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 1 contract
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 1 contract
Proxy Statement. Neither ------------------------------------------------ the Schedule 14D-9 nor any information supplied by or on behalf of the Company to Parent for purposes of inclusion in the Offer Documents (including, without limitation, information incorporated by reference to documents filed by the Company with the SEC) shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), at shall, as of the date the Proxy Statement (or any --------------- amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or otherwise omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Merger Sub or any of Parent's or Merger Sub's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 1 contract
Proxy Statement. Neither None of the Schedule 14D-9 nor any information supplied by the Company or Parent for inclusion in (i) the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Common Stock of Parent following the Mergers (such Form S-4, as amended or are first publishedsupplemented, is herein referred to as the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the proxy statement to be sent or given to the shareholders of the CompanyCompany in connection with the Shareholders Meeting (as defined in Section 8.1) (such proxy statement, as amended or supplemented, is herein referred to as the case may be"Proxy Statement") will, at the date it is first mailed to the Company's shareholders or at the time of the 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 made therein, in the light of the circumstances under which they are made, not misleading. In misleading or (iii) the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger Statement on Schedule 13E-3 (such proxy or information statement, as amended or supplemented, being is herein referred to herein as the "Proxy StatementSchedule 13E-3") shall notto be filed with the SEC by the Company concurrently with the filing of the Proxy Statement will, at the date the Proxy Statement (or any amendment or supplement thereto) time it is first mailed to shareholders of filed with the CompanySEC, and at any time it is amended or supplemented and at the time of the Special Shareholders' Shareholders Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 Form S-4 will, as of its effective date, and the Proxy Statement shall prospectus contained therein will, as of its date, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that no representation is made by the Company makes no representation or warranty Parent with respect to any statements made or incorporated by reference therein based on information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than Acquisition specifically for inclusion in the Company's public filings with the SECProxy Statement.
Appears in 1 contract
Proxy Statement. Neither None of the Schedule 14D-9 nor any --------------- information to be supplied by the Company or any of its accountants, counsel or other authorized representatives for inclusion in the Offer Documents shallProxy Statement (as defined in Section 5.05 hereof) to be distributed in connection with the Shareholders Meeting (as defined in Section 5.04 hereof) will, at the respective times time of the Schedule 14D-9, mailing of the Offer Documents, or Proxy Statement and any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may bethereto, contain any untrue statement of a 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, or, at the time of the Shareholders Meeting, omit to state any material fact necessary to correct any statement that has become false or misleading, it being understood and agreed that no representation or warranty is made by the Company with respect to any information supplied by Parent or Sub or their accountants, counsel or other authorized representatives. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its subsidiaries shall occur which is or should be described in an amendment of, or a supplement to, the Proxy Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading in any material respect or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall will comply as to form in all material respects as to form with all applicable laws, including the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 1 contract
Proxy Statement. Neither the Schedule 14D-9 nor any The information to be supplied by the Company for inclusion in Key’s proxy statement (such proxy statement as amended or supplemented is referred to herein as the Offer Documents shall, “Proxy Statement”) shall not at the respective times time the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are Proxy Statement is filed with the SEC or are first published, sent or given to shareholders of and at the Company, as time it becomes effective under the case may beSecurities Act, 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 the light of the circumstances under which they are made, therein not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant The information to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information be supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Key Stockholders’ Meeting (as defined in Section 6.01 hereof5.1(a), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the CompanyKey’s stockholders, and at the time of the Special Shareholders' Key Stockholders’ Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading false or misleading; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Key Stockholders’ Meeting which shall have has become false or misleading. The Schedule 14D-9 and If at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in a supplement to the Proxy Statement Statement, the Company shall comply in all material respects as promptly inform Key; provided, however, that if Key fails to form with timely file such supplement or fails to adequately disclose such additional information, that the requirements Company shall have no liability whatsoever to Key, Parent, any Merger Sub or any of the Exchange Act and the rules and regulations thereunderParent’s, Key’s or any Merger Sub’s shareholders, members, directors or officers. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent Key, Parent, any Merger Sub or Purchaser or which is excerpted from or derived from public sources any Person other than the Company's public filings with Company which is contained in any of the SECforegoing documents.
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Merger (Key Hospitality Acquisition CORP)
Proxy Statement. Neither the Schedule 14D-9 nor any The information supplied by the Company Parent for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") Statement shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and Stockholders’ Meeting or at the Effective Time, (i) contain any untrue statement of a material fact or (ii) 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 false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders’ Meeting which shall have become false or misleading. The information supplied by Parent for inclusion in the Schedule 13E-3 shall not, at the date of the Schedule 13E-3 (or any amendment or supplement thereto), at the time of the Stockholders’ Meeting or at the Effective Time, 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 the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall and Schedule 13E-3, insofar as each relates to the Parent or Merger Sub or other subsidiaries of Parent or Merger Sub or other information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations thereunderthereunder and other applicable law. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information which is supplied by the Company or any of its Representatives for inclusion in writing by Parent the Proxy Statement or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SECSchedule 13E-3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pegasus Solutions Inc)
Proxy Statement. Neither None of the Schedule 14D-9 nor any information supplied by --------------- the Company or Parent for inclusion in (i) the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are registration statement on Form S- 4 to be filed with the SEC by Parent in connection with the issuance of the Common Stock of Parent following the Mergers (such Form S-4, as amended or are first publishedsupplemented, is herein referred to as the "Form S-4") will, at the time the -------- Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or 27 necessary to make the statements therein not misleading, (ii) the proxy statement to be sent or given to the shareholders of the CompanyCompany in connection with the Shareholders Meeting (as defined in Section 8.1) (such proxy statement, as amended or supplemented, is herein referred to as the case may be"Proxy Statement") --------------- will, at the date it is first mailed to the Company's shareholders or at the time of the 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 made therein, in the light of the circumstances under which they are made, not misleading. In misleading or (iii) the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger Statement on Schedule 13E-3 (such proxy or information statement, as amended or supplemented, being is herein referred to herein as the "Proxy StatementSchedule 13E-3") shall notto be filed with the SEC by the Company -------------- concurrently with the filing of the Proxy Statement will, at the date the Proxy Statement (or any amendment or supplement thereto) time it is first mailed to shareholders of filed with the CompanySEC, and at any time it is amended or supplemented and at the time of the Special Shareholders' Shareholders Meeting, if applicable and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 Form S-4 will, as of its effective date, and the Proxy Statement shall prospectus contained therein will, as of its date, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that no representation is made by the Company makes no representation or warranty Parent with respect to any statements made or incorporated by reference therein based on information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than Acquisition specifically for inclusion in the Company's public filings with the SECProxy Statement.
Appears in 1 contract
Proxy Statement. Neither The proxy statement to be sent to the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the CompanyCompany in connection with the Shareholders’ Meeting (as defined below) (such proxy statement, as amended or supplemented, being referred to herein as the case may be“Proxy Statement”), shall 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 the light of the circumstances under which they are were made, not false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders’ Meeting which have become false or misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger The Statement on Schedule 13E-3 (such proxy or information statementStatement, as amended or supplemented, is being referred to herein as the "“Schedule 13E-3”), to be filed by the Company concurrently with the filing of the Proxy Statement") , shall not, at the date the Proxy Statement (or not contain any amendment or supplement thereto) is first mailed to shareholders untrue statement of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall and Schedule 13E-3, insofar as each relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion or incorporation by reference therein, will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations thereunderthereunder and other applicable law. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent Acquiror or Purchaser or which is excerpted from or derived from public sources other than any of Acquiror’s Representatives for inclusion in the Company's public filings with the SECProxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MPW Industrial Services Group Inc)
Proxy Statement. Neither The Proxy Statement and the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are Rule 13e-3 Transaction Statement to be filed with the SEC pursuant to Section 13(e) of the Exchange Act ("Schedule 13E-3") with respect to information contained or are first publishedincorporated by reference therein relating to the Special Committee or the financial or legal advisers or actuarial consultants to the Special Committee, sent or given at the time of mailing to shareholders and at the time of the Company, as the case may be, Special Meeting (a) will not contain any an 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall (b) will comply in all material respects as to form with the requirements of the Exchange Act and the applicable rules and regulations thereunderprescribed by the SEC. Notwithstanding The letter to shareholders, notice of meeting, proxy statement and form of proxy to be distributed to shareholders in connection with the foregoingMerger or any schedule required to be filed with the SEC and any other applicable regulatory authority in connection therewith are collectively referred to herein as the "Proxy Statement." If at any time prior to the Effective Time, the Company makes no representation or warranty any event with respect to any information the Company should occur which is supplied required to be described in writing an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by Parent or Purchaser or Law, disseminated to the shareholders of the Company. For purposes of this Section 3.4, any statement which is excerpted from made or derived from public sources other than incorporated by reference in the Company's public filings with Proxy Statement or the SECSchedule 13E-3 shall be deemed modified or superseded to the extent any later filed document incorporated by reference in the Proxy Statement or the Schedule 13E-3 or any statement included in the Proxy Statement or in the Schedule 13E-3 modifies or supersedes such earlier statement.
Appears in 1 contract
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleadingmisleading in any material respect. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Airlines Inc)
Proxy Statement. Neither The proxy statement to be sent to the Schedule 14D-9 nor any information supplied by stockholders of the Company for inclusion in connection with the Offer Documents shallStockholders’ Meeting (as defined below) (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall not, at the respective times date the Schedule 14D-9, the Offer Documents, Proxy Statement (or any amendments amendment or supplements thereto are filed with the SEC or are supplement thereto) is first published, sent or given mailed to shareholders stockholders of the Company, as at the case may betime of the Stockholders’ Meeting or at the Effective Time, 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 the light of the circumstances under which they are were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders’ Meeting which shall have become false or misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger The Statement on Schedule 13E-3 (such proxy or information statementStatement, as amended or supplemented, is being referred to herein as the "“Schedule 13E-3”), to be filed by the Company concurrently with the filing of the Proxy Statement") , shall not, at the date of the Proxy Statement Schedule 13E-3 (or any amendment or supplement thereto) is first mailed to shareholders of the Company), at the time of the Special Shareholders' Meeting, if applicable and Stockholders’ Meeting or at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall and Schedule 13E-3, insofar as each relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion or incorporation by reference therein, will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations thereunderthereunder and other applicable law. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent Parent, Merger Sub or Purchaser any of Parent’s or which is excerpted from or derived from public sources other than Merger Sub’s Representatives for inclusion in the Company's public filings with the SECProxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pegasus Solutions Inc)
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion or incorporation by reference in the Offer Documents shall, at the respective times set out in the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto that are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), hereinafter defined) nor the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. If, at any time prior to the Effective Time, any event with respect to the Company, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Schedule 14D-9, the Offer Documents or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to Holders. Prior to the filing of such amendment or supplement with the SEC, a copy thereof will be delivered to Parent and its counsel, who shall, to the extent practicable under the circumstances and applicable law, have the opportunity to comment on such amendment or supplement. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 1 contract
Proxy Statement. Neither OFFER DOCUMENTS; SCHEDULE 14D-9; PROXY --------------------------------------------------------------------- STATEMENT. None of the Schedule 14D-9 nor 14D-9, any information supplied in writing by the Company --------- Xxxxxx Xxxxxxxx specifically for inclusion in the Offer Documents shallDocuments, and the information to be filed by Xxxxxx Xxxxxxxx in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), shall at the respective each of the times the Schedule 14D-9, the Offer Documents, or the Information Statement, and any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to shareholders stockholders of the CompanyXxxxxx Xxxxxxxx, as the case may be, 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 the light of the circumstances under which they are made, not misleading. In The Proxy Statement and the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") Information Statement shall not, at each of the date the Proxy Statement dates any such document (or any amendment or supplement thereto) is first mailed to shareholders stockholders of Xxxxxx Xxxxxxxx, with respect to the CompanyInformation Statement at the time Shares are accepted for payment in the Offer, and with respect to the Proxy Statement at the time of the Special ShareholdersStockholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 14D-9, the Information Statement and the Proxy Statement shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder. Notwithstanding the foregoing, the Company Xxxxxx Xxxxxxxx makes no representation or warranty with respect to statements made in any of the foregoing documents based on information which is supplied in writing by Parent Falcon or Purchaser Sub or which is excerpted from or derived from public sources other than the Company's public filings with the SECany of their representatives specifically for inclusion therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shelby Williams Industries Inc)
Proxy Statement. Neither None of the Schedule 14D-9 nor information relating to the Bank contained in (i) a proxy statement (including any information supplied amendment or supplement thereto) to be prepared by the Company Bank in accordance with the Bank’s Articles of Association, Bylaws and applicable law (the “Proxy Statement”) and mailed to the Bank’s shareholders in connection with the solicitation of proxies by the Board of Directors of the Bank for inclusion in use at a special meeting of the Offer Documents shallBank’s shareholders to be called to consider the Merger, this Agreement and the transactions contemplated hereby (the “Bank Shareholder Meeting”) will, at the respective times date of mailing to the Schedule 14D-9, Bank’s shareholders and at the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders time of the CompanyBank Shareholder Meeting, as the case may be, 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 the light of the circumstances under which they are made, not misleading. In , and (ii) a Registration Statement on Form S-4 (including any prospectus contained therein) to be filed with the event that Purchaser has not designated a majority SEC by FBC for the purpose of registering the members shares of the Board FBC Stock to be issued in exchange for shares of Bank Stock pursuant to this Agreement (the terms of Section 1.02(d“Registration Statement”) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall notwill, at the date time the Proxy Registration Statement (or any and each amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at any, becomes effective under the Effective TimeSecurities Act of 1933, be false or misleading with respect to as amended (“Securities Act”), contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 1 contract
Proxy Statement. Neither the Schedule 14D-9 nor any The information supplied by relating to the Company for inclusion and its Subsidiaries to be contained in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are Proxy Statement and other documents to be filed with the SEC in connection herewith will not, on the date the Proxy Statement is first mailed to holders of Company Common Shares or are first published, sent or given to shareholders at the time of the Company, as the case may beCompany Stockholder 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 statements therein not false or misleading at the time and in light of the circumstances under which such statement is made, except that no representation is made by the Company with respect to the information supplied by Parent or REIT Merger Sub. All documents that the Company or the Partnership are responsible for filing with the SEC in connection with the REIT Merger, the Partnership Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. The information relating to the Company and the Subsidiaries to be included in the Form of Election or in any other materials that the Company provides to the holders of Partnership Units pursuant to Section 8.10(b) will not, on the date such form or materials are mailed to the holders of Partnership Units and on the last date on which such forms may be returned pursuant to Section 8.10(b), contain an untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, therein not false or misleading at the time and in the light of the circumstances under which they are such statement is made, not misleading. In except that no representation is made by the event that Purchaser has not designated a majority of the members of the Board pursuant Company with respect to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company TZ REIT or TZ OP for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trizec Properties Inc)
Proxy Statement. All of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Proxy Statement (as defined below), if any such Proxy Statement is required, will not, at the time the Proxy Statement is mailed, contain any statement which, at the time and in the light of the circumstances under which it is made, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not false or misleading or, at the time of the Special Meeting (as defined in Section 5.4) or at the Effective Time, as then amended or supplemented to correct any statement which has become false or misleading in any material respect in any earlier communication with respect to the solicitation of any proxy for such meeting. The Proxy Statement will comply in all material respects, both as to form and otherwise, with the requirements of the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9 nor any of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Offer Documents shallwill, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to the shareholders of the Company, as the case may be, 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 the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleading. The Schedule 14D-9 and the Proxy Statement shall will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunderAct. Notwithstanding the foregoing, the Company makes no representation or warranty pursuant to this Section 4.1(j) with respect to any information supplied by Purchaser or Merger Sub or any of their affiliates which is supplied contained in writing by Parent any of the foregoing documents. The letter to shareholders, Notice of Meeting, Proxy Statement and form of proxy, or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings information statement, as the case may be, to be distributed to shareholders in connection with the SECMerger, or any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Proxy Statement."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Central Parking Corp)
Proxy Statement. Neither Promptly after the Schedule 14D-9 nor any information supplied by execution of this Agreement, the Company for inclusion and the Parent will cooperate with each other and use all reasonable efforts to prepare, and the Company and the Parent will file with the SEC, as soon as is reasonably practicable after completion of the Offer, a proxy statement, together with a form of proxy, or information statement, with respect to the Special Meeting (as defined in SECTION 5.3), if such Special Meeting is required to be held pursuant to SECTION 5.3. For the Offer Documents shallpurposes of this Agreement, the term "PROXY STATEMENT" means such proxy or information statement filed in final form with the SEC at the respective times time it initially is mailed to the Schedule 14D-9, stockholders of the Offer Documents, or any Company and all amendments or supplements thereto are thereto, if any, similarly filed with and mailed. The parties will use all reasonable efforts to have the Proxy Statement cleared by the SEC or are first publishedas promptly as practicable after filing and, sent or given as promptly as practicable after the Proxy Statement has been so cleared, will mail the Proxy Statement to shareholders the stockholders of the CompanyCompany as of the record date for the Special Meeting. The Company represents that none of the information provided or to be provided by it, as and the case may beParent and the Purchaser represent that none of the information provided or to be provided by them, contain for use in the Proxy Statement will, on the date the Proxy Statement is first mailed to the stockholders of the Company and on the date of the Special Meeting, be false or misleading with respect to 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 the light of the circumstances under which they are made, not misleading. In , and the event that Parent, the Company, and the Purchaser has not designated a majority of the members of the Board pursuant each agrees to the terms of Section 1.02(d) above and a shareholder vote is required, neither the correct any information supplied provided by the Company it for inclusion use in the proxy statement to be sent to the shareholders of the Company in connection with the Special Shareholders' Meeting (as defined in Section 6.01 hereof), nor the information statement to be sent to shareholders of the Company in connection with the Merger (such proxy or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, at the time of the Special Shareholders' Meeting, if applicable and at the Effective Time, be that has become false or misleading with respect to in any 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 the light of the circumstances under which they respect and file such amendments and supplements as are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Shareholders' Meeting which shall have become false or misleadingnecessary. The Schedule 14D-9 and the Proxy Statement shall will comply as to form in all material respects as to form with the all applicable requirements of the Exchange Act federal securities laws and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SECapplicable state laws.
Appears in 1 contract
Proxy Statement. Neither the Schedule 14D-9 nor any information supplied in writing by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, the Offer Documents, Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders stockholders of the Company, as the case may be, 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 the light of the circumstances under which they are were made, not misleading. In the event that Purchaser has not designated a majority of the members of the Board pursuant to the terms of Section 1.02(d) above and a shareholder vote is required, neither the information supplied by the Company for inclusion in Neither the proxy statement to be sent to the shareholders stockholders of the Company in connection with the Special ShareholdersStockholders' Meeting (as defined in Section 6.01 hereof), nor hereinafter defined) or the information statement to be sent to shareholders of the Company in connection with the Merger such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders stockholders of the Company, at the time of the Special ShareholdersStockholders' Meeting, if applicable Meeting and at the Effective Time, be contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special ShareholdersStockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent's or Purchaser's representatives for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information which is supplied in writing by Parent or Purchaser or which is excerpted from or derived from public sources other than the Company's public filings with the SEC.
Appears in 1 contract
