Common use of Registration Statement, Etc Clause in Contracts

Registration Statement, Etc. None of the information regarding such party or any of its Subsidiaries supplied or to be supplied by such party for inclusion or included in (i) the registration statement on Form S-4 to be filed with the SEC for the purposes of registering the shares of Foxtrot (DE) Common Stock to be issued pursuant to this Agreement (the "Registration Statement"), (ii) the proxy or information statement to be mailed to Star's stockholders and Firstar's stockholders in connection with the transactions contemplated by this Agreement (the "Proxy Statement"), or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regulatory Authority and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when mailed, 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 misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meeting of Star's stockholders (the "Star Meeting") and the meeting of Firstar's stockholders (the "Firstar Meeting") referred to in Section 6.3, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Meeting. All documents which such party or any of its Subsidiaries are responsible for filing with any Regulatory Authority in connection with the Merger will comply as to form in all material respects with the provisions of applicable law.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Firstar Corp /Wi/), Agreement and Plan of Reorganization (Star Banc Corp /Oh/)

Registration Statement, Etc. None of the information regarding such party or any of its Subsidiaries supplied or to be supplied by such party for inclusion or included in (i) the registration statement on Form S-4 to be filed with the SEC for the purposes of registering the shares of Foxtrot Firstar (DEWI) Common Stock to be issued pursuant to this Agreement (the "Registration Statement"), (ii) the proxy or information statement to be mailed to Star's stockholders and Firstar's stockholders in connection with the transactions contemplated by this Agreement (the "Proxy Statement"), or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regulatory Authority and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when mailed, 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 misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meeting of Star's stockholders (the "Star Meeting") and the meeting of Firstar's stockholders (the "Firstar Meeting") referred to in Section 6.3, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Meeting. All documents which such party or any of its Subsidiaries are responsible for filing with any Regulatory Authority in connection with the Merger will comply as to form in all material respects with the provisions of applicable law.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Firstar Corp /Wi/), Agreement and Plan of Reorganization (Star Banc Corp /Oh/)

Registration Statement, Etc. None of the information regarding such party or any of its Subsidiaries supplied or to be supplied by such party Company for inclusion or included incorporation by reference in (ia) the registration statement on Form S-4 Registration Statement to be filed by Parent with the SEC for in connection with the purposes of registering the shares of Foxtrot (DE) Parent Class A Common Stock to be issued pursuant to this Agreement in the Merger (the "Registration Statement"), and (iib) the proxy or information statement to be mailed to Star's stockholders and Firstar's stockholders in connection with the transactions contemplated by this Agreement Proxy Statement (the "Proxy Statement"), or (iii) any other documents to be filed with any Regulatory Authority mailed to Company's shareholders in connection with the transactions contemplated hereby meeting (the "Shareholders' Meeting") to be called to consider the Merger, will, at the respective times such documents are filed with any Regulatory Authority and, in the case of the Registration Statement, when it becomes effective andor at the time any amendment or supplement thereto becomes effective, with respect cause such document to the Proxy Statement, when mailed, be false or misleading with respect to contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading misleading; or, in the case of the Proxy Statement, when first mailed to the shareholders of Company, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meeting Shareholders' Meeting, cause the Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of Star's stockholders (the "Star Meeting") and the meeting of Firstar's stockholders (the "Firstar Meeting") referred to in Section 6.3, be false or misleading with respect to any a material fact, or omit to state any material fact required to be stated therein necessary in order to correct any statement make the statements therein, in any earlier communication with respect to light of the solicitation of any proxy for the Meetingcircumstances under which they were made, not misleading. All documents which such party or any of its Subsidiaries are that Company is responsible for filing with the SEC and any Regulatory Authority other regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable law.law and any applicable rules or regulations thereunder, except that no representation is made by Company with

Appears in 1 contract

Sources: Merger Agreement (Cruise America Inc)