Common use of Registration Statement, Etc Clause in Contracts

Registration Statement, Etc. None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (a) the Registration Statement to be filed by Parent with the SEC in connection with the Parent Class A Common Stock to be issued in the Merger (the "Registration Statement"), and (b) the Proxy Statement (the "Proxy Statement") to be mailed to Company's shareholders in connection with the meeting (the "Shareholders' Meeting") to be called to consider the Merger, will, at the respective times such documents are filed and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, cause such document 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; 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 Shareholders' Meeting, cause the Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Company is responsible for filing with the SEC and any other regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable law and any applicable rules or regulations thereunder, except that no representation is made by Company with respect to statements made therein based on information supplied by Parent or with respect to information concerning Parent or Sub which is incorporated by reference in the Registration Statement or the Proxy Statement.

Appears in 1 contract

Samples: Plan and Agreement of Merger (Budget Group Inc)

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Registration Statement, Etc. None of the information supplied or to be supplied by Company Merger Partner for inclusion or incorporation by reference in (a) the Registration Statement, (b) the Proxy Statement and (c) any other documents to be filed by Parent with the SEC in connection with the Parent Class A Common Stock to be issued in the Merger (the "Registration Statement"), and (b) the Proxy Statement (the "Proxy Statement") to be mailed to Company's shareholders in connection with the meeting (the "Shareholders' Meeting") to be called to consider the Merger, transactions contemplated hereby will, at the respective times such documents are filed and at the time such documents become effective or at the time any amendment or supplement thereto becomes effective contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein not misleading; and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, will cause the Registration Statement or such document supplement or amendment to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or which is necessary in order to make the statements therein not misleading; , or, in the case of the Proxy Statement, when first mailed to the shareholders stockholders of Company, or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' Meeting, will cause the Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Company Merger Partner is responsible for filing with the SEC and any other regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable law and any applicable rules or regulations thereunder, except that no representation is made by Company Merger Partner with respect to statements made therein based on information supplied by Parent Company or with respect to information concerning Parent Company or Sub which is incorporated by reference in the Registration Statement or the Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan (Transamerica Corp)

Registration Statement, Etc. None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (a) the Registration Statement to be filed by Parent with the SEC in connection with the Parent Class A Common Stock to be issued in the Merger (the "Registration Statement"), and (b) the Proxy Statement (the "Proxy Statement") to be mailed to Company's shareholders in connection with the meeting (the "Shareholders' Meeting") to be called to consider the Merger, will, at the respective times such documents are filed with the SEC and, in the case of the Registration Statement, when it becomes effective effective, or at the time any amendment or supplement thereto becomes effective, cause such document documents to contain any untrue statement of a material fact, or omit to state any material fact required or necessary in order to make the statements therein not misleading; orand, in the case of the Proxy Statement, when first mailed to the shareholders of Company, Company or in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, cause the Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Company is responsible for filing with the SEC and any other regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable law and any applicable rules or regulations thereunder, except that no representation is made by Company with respect to statements made therein based on information supplied by Parent or with respect to information concerning Parent or Sub which is incorporated by reference in the Registration Statement or the Proxy Statement.

Appears in 1 contract

Samples: Plan and Agreement of Merger (Rockford Industries Inc)

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Registration Statement, Etc. None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (a) the Registration Statement to be filed by Parent with the SEC in connection with the Parent Class A Common Stock to be issued in the Merger (the "Registration Statement"), and (b) the Proxy Statement (the "Proxy Statement") to be mailed to Company's shareholders in connection with the meeting (the "Shareholders' Meeting") to be called to consider the Merger, will, at the respective times such documents are filed and, in the case of the Registration Statement, when it becomes effective or at the time any amendment or supplement thereto becomes effective, cause such document 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; 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 Shareholders' Meeting, cause the Proxy Statement or any amendment thereof or supplement thereto to contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Company is responsible for filing with the SEC and any other regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable law and any applicable rules or regulations thereunder, except that no representation is made by Company with respect to statements made therein based on information supplied by Parent or with respect to information concerning Parent or Sub which is incorporated by reference in the Registration Statement or the Proxy Statement.with

Appears in 1 contract

Samples: Plan and Agreement of Merger (Cruise America Inc)

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