Common use of Proxy Statement Clause in Contracts

Proxy Statement. The Proxy Statement and all of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer for inclusion or incorporation by reference therein) will not, as of the date such Proxy Statement is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated hereby, 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 are made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein in the letter to the stockholders, notice of meeting, proxy statement and forms of proxy (other than any information supplied or collectively, the “Company Proxy Statement”), to be supplied by Buyer for inclusion or incorporation by reference therein) will notfiled with the SEC in connection with the Merger, as of will, at the date such Proxy Statement it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting Company Stockholders Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany amendment or supplement thereof, 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. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub expressly for inclusion or incorporation by reference in the Company Proxy Statement. The Company Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated by the SEC thereunderAct.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein in the letter to the stockholders, notice of meeting, proxy statement and forms of proxy (other than any information supplied or collectively, the "Company Proxy Statement"), to be supplied by Buyer for inclusion or incorporation by reference therein) will notfiled with the SEC in connection with the Merger, as of will, at the date such Proxy Statement it is first mailed to the Company's stockholders of the Company and as of or at the time of the meeting Company Stockholders Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany amendment or supplement thereof, 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. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Subsidiary expressly for inclusion or incorporation by reference in the Company Proxy Statement. The Company Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated by the SEC thereunderAct.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein in the letter to the stockholders, notice of meeting, proxy statement, and forms of proxy (other than any information supplied or collectively, the “Company Proxy Statement”), to be supplied by Buyer for inclusion or incorporation by reference therein) will notfiled with the SEC in connection with the Merger, as of will, at the date such Proxy Statement it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting Company Stockholders Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany amendment or supplement thereof, 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. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub expressly for inclusion or incorporation by reference in the Company Proxy Statement. The Company Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated by the SEC thereunderAct.

Proxy Statement. The proxy statement pursuant to which the Company will solicit the Company Stockholder Approval (the “Proxy Statement”) will comply in all material respects with the Exchange Act and the rules and regulations thereunder. The Proxy Statement and all of the information included (or incorporated by reference therein (other than any information supplied amendment thereof or to be supplied by Buyer for inclusion or incorporation by reference therein) will notsupplement thereto), as of at the date such Proxy Statement it is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company Stockholder Meeting (as defined in connection with the transactions contemplated herebySection 8.10), will not contain any untrue statement of a material fact or omit to state any material a fact required to be stated therein or necessary in order to make the statements therein, contained therein in light of the circumstances under in which they are made, were made not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated , except that no representation is made by the SEC thereunderCompany with respect to any statements therein based on information supplied by the Purchasers in writing to the Company specifically for inclusion therein.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein in the letter to the stockholders, notice of meeting, proxy statement, and forms of proxy (other than any information supplied or collectively, the “Seller Proxy Statement”), to be supplied by Buyer for inclusion or incorporation by reference therein) will notfiled with the SEC in connection with this Agreement, as of will, at the date such Proxy Statement it is first mailed to the Seller’s stockholders of the Company and as of or at the time of the meeting Seller Stockholders Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany amendment or supplement thereof, 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. Notwithstanding the foregoing, no representation or warranty is made by Seller with respect to statements made or incorporated by reference therein based on information supplied by Buyer expressly for inclusion or incorporation by reference in the Seller Proxy Statement. The Seller Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated by the SEC thereunderAct.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer the Company or its Subsidiaries for inclusion or incorporation by reference therein) will not, as of in the date such Proxy Statement is first mailed to the stockholders of the Company and as of will, at the time of the meeting of mailing thereof and any amendments or supplements thereto, and at the stockholders time of the Company in connection with the transactions contemplated herebyStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply comply, as of its mailing date, as to form in all material respects with all applicable laws, including the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the SEC thereunderCompany with respect to information supplied by Purchaser or any stockholder of Purchaser for inclusion therein.

Proxy Statement. The Proxy Statement and similar materials distributed to the Company’s shareholders in connection with the Merger, including any amendments or supplements thereto will comply in all of material respects with applicable federal securities laws, and the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer for inclusion or incorporation by reference therein) Proxy Statement will not, as of at the date such Proxy Statement time that it or any amendment or supplement thereto is first mailed to the stockholders of the Company and as of Company’s Shareholders, at the time of the meeting of Shareholders Meeting or at the stockholders of the Company in connection with the transactions contemplated hereby, 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 are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated misleading except that no representation is made by the SEC thereunderCompany with respect to information supplied by Newco or Parent for inclusion in the Proxy Statement.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein in the letter to the stockholders, notice of meeting, proxy statement, and forms of proxy (other than any information supplied or collectively, the “Company Proxy Statement”), to be supplied by Buyer for inclusion or incorporation by reference therein) will notfiled with the SEC in connection with the Merger, as of will, at the date such Proxy Statement it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting Company Stockholders Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany amendment or supplement thereof, 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. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub expressly for inclusion or incorporation by reference in the Company Proxy Statement. The Company Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act Act, and the rules and regulations promulgated by the SEC thereunder.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein in the letter to the stockholders, notice of meeting, proxy statement, and forms of proxy (other than any information supplied or collectively, the “Company Proxy Statement”), to be supplied by Buyer for inclusion or incorporation by reference therein) will notfiled with the SEC in connection with the Merger, as of will, at the date such Proxy Statement it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting Company Stockholders Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany amendment or supplement thereof, 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 light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference in the Company Proxy Statement. The Company Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated by the SEC thereunderAct.

Proxy Statement. The Proxy Statement and all None of the information (other than information provided by Parent and Purchaser) included or incorporated by reference therein (other than any information supplied or in the proxy statement relating to the Merger and the transactions contemplated hereby to be supplied by Buyer for inclusion approved at the Stockholders' Meeting will (as amended or incorporation by reference therein) will notsupplemented, as of the date such "Proxy Statement is first mailed to the stockholders of the Company and as of Statement"), at the time of the meeting mailing thereof, at the time of the stockholders of Stockholders' Meeting and at the Company in connection with the transactions contemplated herebyEffective 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 are made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunderAct.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer or on behalf of the Company for inclusion or incorporation by reference thereinin the proxy statement, in definitive form, relating to the meeting of holders of Company Common Stock to be held in connection with the Merger (the "Proxy Statement") will notwill, as of at the date such Proxy Statement is first mailed to the stockholders of the Company shareholders and as of at the time of the meeting of the stockholders holders of the Company Common Stock to be held in connection with the transactions contemplated herebyMerger, 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 are made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Proxy Statement. (a) The Proxy Statement and all Statement, when filed with the SEC, at the time of any amendment of or supplement thereto, at the time of any publication, distribution or dissemination thereof, at the time of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer for inclusion or incorporation by reference therein) will not, as of the date such Proxy Statement is first mailed to the stockholders of the Company Stockholders and as of at the time of the meeting Stockholders Meeting, will comply as to form in all material respects with the applicable requirements of the stockholders of the Company in connection with the transactions contemplated hereby, Exchange Act and all other applicable Laws and will 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 therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated ; provided, however, that no representation or warranty is made by the SEC thereunderCompany with respect to information supplied by or on behalf of Parent or Merger Sub or any of their Representatives.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer the Company for inclusion or incorporation by reference thereinin the proxy statement (together with any amendments or supplements thereto, the "Proxy Statement") will not, as of the date such Proxy Statement is first mailed relating to the stockholders of the Company and Stockholder Meeting (as of defined in Section 6.1) at the time of the meeting mailing of the stockholders Proxy Statement or at the time of the Company in connection with Stockholders Meeting of the transactions contemplated herebyCompany, will 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 are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by Parent or Sub expressly for inclusion in any of such documents. The Proxy Statement will shall comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated by the SEC thereunderAct.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein (other than any information supplied or relating to be the Acquired Companies supplied by Buyer the Company, or by any other Person acting on behalf of the Company, in writing specifically for inclusion or incorporation by reference therein) will notin the Proxy Statement will, as of the date such the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyBuyer’s stockholders, 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 therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement Statement, insofar as it relates to information supplied by or on behalf of the Company related to the Acquired Companies for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Proxy Statement. The Proxy Statement and all Statement, when filed with the SEC, at the time of any amendment or supplement thereto, at the information included time of any publication, distribution or incorporated by reference therein (other than any information supplied or to be supplied by Buyer for inclusion or incorporation by reference therein) will notdissemination thereof, as of at the date such time the Proxy Statement is first mailed to the stockholders of the Company Stockholders and as of at the time of the meeting Stockholders Meeting, will comply as to form in all material respects with the applicable requirements of the stockholders of the Company in connection with the transactions contemplated hereby, Exchange Act and all other applicable Laws and will not contain any untrue statement of a material fact required to be stated therein 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 are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated ; provided, however, that no representation or warranty is made by the SEC thereunderCompany with respect to information supplied by or on behalf of Parent or Merger Sub or any of their Representatives.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer the Company for inclusion or incorporation by reference therein) will notin the Proxy Statement, as of on the date such Proxy Statement it (and any amendment or supplement thereto) is first furnished to the SEC, or at the time it is first mailed to the stockholders shareholders of the Company and as (including holders of ADSs) or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders Meeting, will 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 the light of the circumstances under which they are made, not false or misleading. The Proxy Statement Statement, when furnished to the SEC by the Company, will comply as to form form, in all material respects respects, with the provisions of the Exchange Act Act. The representations and warranties contained in this Section 3.19 will not apply to statements or omissions included or incorporated by reference in the rules and regulations promulgated Proxy Statement to the extent based upon information supplied to the Company by the SEC thereunderor on behalf of Parent or Merger Sub.

Proxy Statement. The Proxy Statement when first filed pursuant to Section 14A (and any amendment or supplement thereto) shall comply in all material respects with the applicable requirements of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer for inclusion or incorporation by reference therein) will not, as of Securities Act and the Exchange Act. On the date such the Proxy Statement is first mailed to the stockholders of the Company Purchaser Shareholders, and as of at the time of the meeting of Special Meeting, the stockholders of the Company in connection Proxy Statement (together with the transactions contemplated hereby, contain any amendments or supplements thereto) will not include 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 therein, in the light of the circumstances under which they are were made, not misleading. The ; provided, however, that Purchaser makes no representations or warranties as to the information contained in or omitted from the Proxy Statement will comply as in reliance upon and in conformity with information furnished in writing to form in all material respects with the provisions Purchaser by or on behalf of the Exchange Act and Company specifically for inclusion in the rules and regulations promulgated by the SEC thereunderProxy Statement.

Proxy Statement. The Proxy Statement and any amendments or supplements to the Proxy Statement will, when filed, comply as to form in all material respects with the applicable requirements of the information included Exchange Act. At the time the Proxy Statement or incorporated by reference therein (other than any information supplied amendment or supplement to be supplied by Buyer for inclusion or incorporation by reference therein) will not, as of the date such Proxy Statement is first mailed to the stockholders of Company Shareholders and at the time the Company and Shareholders vote on the adoption of this Agreement, the Proxy Statement, as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebysupplemented or amended, if applicable, will 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 misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer the Company for inclusion or incorporation by reference thereinin the proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) will not, as of the date such Proxy Statement is first mailed relating to the stockholders of the Company and Stockholder Meeting (as of defined in Section 6.1) at the time of the meeting mailing of the stockholders Proxy Statement or at the time of the Company in connection with Stockholders Meeting of the transactions contemplated herebyCompany, will 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 are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by Parent or Sub expressly for inclusion in any of such documents. The Proxy Statement will shall comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated by the SEC thereunderAct.

Proxy Statement. The Proxy Statement and all of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer for inclusion or incorporation by reference therein) will not, as of the date such Proxy Statement is first mailed made available to the stockholders shareholders of the Company Trust and as of the time of the meeting of the stockholders shareholders of the Company Trust in connection with the transactions contemplated hereby, 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 are made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Proxy Statement. The Proxy Statement and all None of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer the Company or its subsidiaries for inclusion or incorporation by reference therein) will not, as of in the date such Proxy Statement is first mailed to the stockholders of the Company and as of will, at the time of the meeting of mailing thereof and any amendments or supplements thereto, and at the stockholders time of the Company in connection with the transactions contemplated herebyMeeting, 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 the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply comply, as of its mailing date, as to form in all material respects with all applicable laws, including the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the SEC thereunderCompany with respect to information supplied by Parent, Merger Sub or any stockholder of Parent for inclusion therein.

Proxy Statement. The Proxy Statement and all of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer for inclusion or incorporation by reference therein) will not, as of the date such Proxy Statement is first mailed made available to the stockholders of the Company Shareholders and as of the time of the meeting of the stockholders of the Company Shareholders in connection with the transactions contemplated hereby, 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 are made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Proxy Statement. The Neither the Proxy Statement and all of the nor any information included or incorporated by reference therein contained (other than any information supplied or to be supplied by Buyer provided for inclusion or incorporation in the Proxy Statement by reference thereinthe Company, as to which Buyer makes no representations to the Company) will nottherein will, as of the date such the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyBuyer’s stockholders, 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 therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement Statement, insofar as it relates to information supplied by or on behalf of Buyer for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Proxy Statement. The Proxy Statement In addition to the representations and all warranties of the information included or incorporated by reference therein (other than any information supplied or to be supplied by Buyer for inclusion or incorporation by reference thereinCompany contained in Sections 1.01(c) will notand 1.02(b), as of the Proxy Statement, if any, will, at the date such Proxy Statement it is filed with the SEC, at any time that it is amended or supplemented, at the time it is first mailed to the Company's stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders Meeting, 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to information that Parent or Purchaser supplied to them for inclusion therein or for incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.