Common use of Proxy Statement Clause in Contracts

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. For the avoidance of doubt, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Tenneco Inc), Agreement and Plan of Merger (Patriot Transportation Holding, Inc.), Agreement and Plan of Merger (Usa Truck Inc)

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Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion use or incorporation by reference in the Company Proxy Statement Statement, will, at the date that the such Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by the Company or on behalf of Company specifically for inclusion or incorporation by reference thereinits Representatives.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Torotel Inc), Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Uqm Technologies Inc)

Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub Subsidiary that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion or incorporation by reference use in the Company Proxy Statement Statement, will, at the date that the such Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company's stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub Subsidiary with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to therein supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Representatives expressly for inclusion or incorporation by reference thereinin the Company Proxy Statement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Nitro Petroleum Inc.), Agreement and Plan of Merger (Core Resource Management, Inc.), Agreement and Plan of Merger (Nitro Petroleum Inc.)

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders the stockholders of Shares the Company and at the time of the Company MeetingStockholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements made information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Reebok International LTD), Agreement and Plan of Merger, Agreement and Plan of Merger (Neiman Marcus, Inc.)

Proxy Statement. None of the information supplied by or to be supplied by on behalf of Parent, Merger Sub or any Affiliate of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that times the Proxy Statement or is filed with the SEC, at the time any amendment or supplement thereto is filed with the SEC and, at the time the Proxy Statement is mailed to holders stockholders of Shares the Company and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp), Agreement and Plan of Merger (La Quinta Holdings Inc.)

Proxy Statement. None of the information supplied or to be supplied by or on behalf of each of Parent or and Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is first filed with the SEC, or at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not false or misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements statement made in the Proxy Statement based on information supplied by the Company or any of its Representatives which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ClubCorp Holdings, Inc.), Agreement and Plan of Merger (Genesee & Wyoming Inc)

Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion or incorporation by reference use in the Company Proxy Statement Statement, will, at the date that the such Company Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to therein supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Representatives expressly for inclusion or incorporation by reference thereinin the Company Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metalico Inc), Agreement and Plan of Merger (Kindred Healthcare, Inc)

Proxy Statement. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is first filed with the SEC, or at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not false or misleading. For Notwithstanding the avoidance of doubtforegoing, Parent makes no representation or warranty is made by Parent or Merger Sub with respect to any statements statement made or incorporated by reference in the Proxy Statement based on information relating to supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Representatives for inclusion or incorporation by reference thereinin the Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CorePoint Lodging Inc.), Agreement and Plan of Merger (CorePoint Lodging Inc.)

Proxy Statement. None of the information supplied or to be supplied by or on behalf of each of Parent or and Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is first filed with the SEC, at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading. For the avoidance of doubt, except that no representation or warranty is made by Parent or and Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)

Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion use or incorporation by reference in the Company Proxy Statement Statement, will, at the date that the such Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company's stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to therein supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinRepresentatives.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ormat Technologies, Inc.), Agreement and Plan of Merger (Us Geothermal Inc)

Proxy Statement. None of the information supplied included or to be supplied by Parent or Merger Sub for inclusion or incorporation incorporated by reference in the letter to the stockholders, notice of meeting, proxy statement and forms of proxy (collectively, the “Company Proxy Statement Statement”), to be circulated in connection with the Merger, will, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made therein, in the light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub the Company with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by Parent or on behalf of Company specifically Merger Sub expressly for inclusion or incorporation by reference thereinin the Company Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.), Agreement and Plan of Merger (Real Goods Solar, Inc.)

Proxy Statement. None of the information supplied with respect to Parent and Merger Sub or to be supplied by Parent or on behalf of Parent, Merger Sub or any of their respective Affiliates in writing specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date that the time such Proxy Statement or any amendment or supplement thereto is filed with the SEC, at the time it is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading. For the avoidance of doubt, no No representation or warranty is made by Parent or Parent, Merger Sub or any of their respective Affiliates with respect to any statements or omissions made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference therein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.)

Proxy Statement. None of the information supplied included or to be supplied by Parent or Merger Sub for inclusion or incorporation incorporated by reference in the letter to the stockholders, notice of meeting, proxy statement and forms of proxy (collectively, the “Parent Proxy Statement Statement”), to be circulated in connection with the Merger, will, at the date that it is first mailed to Parent’s stockholders or at the Proxy Statement time of Parent Stockholders Meeting or at the time of any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Meetingthereof, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made therein, in the light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by the Company or on behalf of Company specifically the Stockholder Representatives expressly for inclusion or incorporation by reference thereinin Parent Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.), Agreement and Plan of Merger (Real Goods Solar, Inc.)

Proxy Statement. None of the information supplied or to be supplied in writing by Parent or Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders the stockholders of Shares the Company and at the time of the Company MeetingStockholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements made other information in the Proxy Statement, including any information supplied by the Company or any of its representatives that is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (Ace Comm Corp)

Proxy Statement. None of the The information supplied or to be supplied by Parent or Merger Sub Buyer, as the case may be, for inclusion or incorporation by reference in the Proxy Statement willStatement, considered as a whole, will not at the date that time of the mailing of the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and Company Stock, at the time of the Company Shareholders’ Meeting, or at the time of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading. For Parent and Buyer, as the avoidance of doubtcase may be, no representation or warranty is made by will use their reasonable best efforts to supply information about Parent or Merger Sub with respect to any statements made or incorporated by reference in Buyer necessary for the preparation of the Proxy Statement based on information relating to the Company (or any of its Subsidiaries amendment thereof or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinsupplement thereto) as promptly as practicable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hecla Mining Co/De/), Asset Purchase Agreement (Hecla Mining Co/De/)

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in the 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 Statement”) will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is mailed to holders of Shares and at first filed with the time of the Company MeetingSEC, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not false or misleading. For The Proxy Statement will, at the avoidance time of doubtthe Stockholders Meeting, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty is made by Parent or Merger Sub with respect to any statements statement made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Parent or any of its respective Representatives for inclusion or incorporation by reference thereinin the Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CorePoint Lodging Inc.), Agreement and Plan of Merger (CorePoint Lodging Inc.)

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in the information statement to be sent to the shareholders of the Company in connection with the Shareholders Meeting (such information statement, as amended or supplemented, the “Proxy Statement Statement”) will, at the date that time of the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares Shareholders Meeting and at the time of the Company Meetingany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not false or misleading. For Notwithstanding the avoidance of doubtforegoing, the Company makes no representation or warranty is made by Parent or Merger Sub with respect to any statements statement made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion Parent or incorporation Merger Sub or any of their respective Representatives which is contained or incorporated by reference thereinin the Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netshoes (Cayman) Ltd.)

Proxy Statement. None of the information supplied or to be supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Company Proxy Statement will, will at the date that time of the mailing of the Company Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and the Company Shareholders, at the time of the Company Shareholders Meeting, and at the time of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by the Company or on behalf of Company specifically its Representatives for inclusion or incorporation by reference thereinin the Company Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Limeade, Inc)

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, will at the date that time of the filing or mailing of the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and Company Common Stock, at the time of the Company Stockholder’s Meeting, or at the time of filing or mailing any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, no representation or warranty is made by Parent or and Merger Sub with respect will use their reasonable best efforts to any statements made or incorporated by reference in supply information necessary for the preparation of the Proxy Statement based on information relating to the Company (or any of its Subsidiaries amendment thereof or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinsupplement thereto) as promptly as practicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Guitar Center Inc)

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Proxy Statement. None of the information supplied relating to the Company or to be its Subsidiaries supplied by Parent the Company, or Merger Sub by any other Person acting on behalf of the Company at its direction, in writing specifically for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus will, at as of the date that the Proxy Statement Statement/Prospectus (or any amendment or supplement thereto thereto) is first mailed to holders of Shares and the Parent Stockholders, at the time of the Company MeetingSpecial Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in under which they are were made, not misleading. For the avoidance of doubt, provided that no warranty or representation or warranty is made by Parent or Merger Sub the Company with respect to any (i) statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by Parent or on behalf of Company specifically Merger Sub or their respective Affiliates for inclusion in such materials or incorporation by reference therein(ii) any projections or forecasts included in such materials.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.)

Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion or incorporation by reference use in the Company Proxy Statement Statement, will, at the date that the such Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to therein supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Representatives expressly for inclusion or incorporation by reference thereinin the Company Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lca Vision Inc)

Proxy Statement. None of the information supplied included or to be supplied by Parent or Merger Sub for inclusion or incorporation incorporated by reference in the letter to the stockholders, notice of meeting, proxy statement and forms of proxy (collectively, the “Company Proxy Statement Statement”), to be filed with the SEC in connection with the Merger, will, at the date that the Proxy Statement or any amendment or supplement thereto it is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made therein, in the light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub the Company with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Parent, HospitalCo Parent or Merger Sub expressly for inclusion or incorporation by reference thereinin the Company Proxy Statement. The Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)

Proxy Statement. None of the information supplied or to be supplied by or on behalf of each of Parent or and Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is first filed with the SEC, or at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not false or misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements statement made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf the Company or any of Company specifically for inclusion its Representatives which is contained or incorporation incorporated by reference thereinin the Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Karuna Therapeutics, Inc.)

Proxy Statement. None of the information supplied or to be supplied by or on behalf of each of Parent or and Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is filed with the SEC, or at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not false or misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements statement made in the Proxy Statement based on information supplied by the Company or any of its Representatives which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ADT Corp)

Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date that time the Proxy Statement or is filed with the SEC, at the time the Proxy Statement is mailed to the holders of Shares, at the time any amendment or supplement thereto is mailed to holders of Shares and filed with the SEC, or at the time of the Company Meeting, Stockholders’ Meeting contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they are made, not misleading. For Notwithstanding anything in the avoidance of doubtforegoing to the contrary, Parent and the Purchaser make no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically the Company, any of the Company’s Subsidiaries or any of their respective Affiliates or Representatives for inclusion (or incorporation by reference thereinreference) in the Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paratek Pharmaceuticals, Inc.)

Proxy Statement. None of the information supplied or with respect to be supplied by Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for inclusion or incorporation by reference use in the Company Proxy Statement Statement, will, at the date that the such Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to therein supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Representatives expressly for inclusion or incorporation by reference thereinin the Company Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valpey Fisher Corp)

Proxy Statement. None of the information supplied or with respect to be supplied by Parent Buyer or Merger Sub that Buyer or any of its Representatives furnishes in writing to the Company expressly for inclusion or incorporation by reference use in the Company Proxy Statement Statement, will, at the date that the such Proxy Statement or any amendment or supplement thereto is first mailed to holders of Shares and the Company’s stockholders or at the time of the Company MeetingStockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading. For Notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent Buyer or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement based on information relating to therein supplied by the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically Representatives expressly for inclusion or incorporation by reference thereinin the Company Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sajan Inc)

Proxy Statement. None of the The information supplied or to be supplied by Parent or Parent, Merger Sub or any of their respective Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives specifically for inclusion or incorporation by reference in the Proxy Statement willwill not, at the date that time the Proxy Statement is filed with the SEC, at the time the Proxy Statement is first sent to the Company Stockholders or any amendment or supplement thereto is mailed to holders of Shares and at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading. For ; provided that notwithstanding the avoidance of doubtforegoing, no representation or warranty is made by Parent or Merger Sub with respect to any statements made or incorporated information supplied by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries their Affiliates, directors, officers, employees, agents or to statements made therein based on information supplied by or on behalf of Company specifically other representatives for inclusion or incorporation by reference thereinin the Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xcerra Corp)

Proxy Statement. None of the information supplied or to be supplied by or on behalf of each of Parent or and Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is first filed with the SEC, or at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not false or misleading. For Notwithstanding the avoidance of doubtforegoing, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements statement made in the Proxy Statement based on information supplied by the Company or any of its Representatives which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Team Health Holdings Inc.)

Proxy Statement. None of the information supplied or to be supplied by or on behalf of each of Parent or and Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at on the date that the Proxy Statement or it (and any amendment or supplement thereto thereto) is first filed with the SEC, or at the time it is first mailed to holders the stockholders of Shares and the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not false or misleading. For Notwithstanding anything to the avoidance of doubtcontrary, Parent and Merger Sub make no representation or warranty is made by Parent or Merger Sub with respect to any statements information in the Proxy Statement, or statement made in the Proxy Statement based on information, in either case, supplied by the Company or any of its Representatives which is contained or incorporated by reference in the Proxy Statement based on information relating to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference thereinStatement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

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