Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller for inclusion in the Registration Statement will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 not misleading. The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any 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 made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Midwest Banc Holdings Inc), Agreement and Plan of Merger (Midwest Banc Holdings Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. The written information supplied by Target expressly for the Seller for purpose of inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in connection with the Merger will be registered with the SEC (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared effective by the SEC, SEC 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 not misleading. The written information supplied by Target expressly for the Seller for purpose of inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller Target and Acquiror in connection with the meeting meetings of Target's stockholders (the Seller’s "Target Stockholder Meeting") and Acquiror's stockholders (the "Acquiror Stockholder Meeting" and together with the Target Stockholder Meeting, individually a "Stockholder Meeting" or together the "Stockholder Meetings") to consider be held in connection with the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersTarget's stockholders and Acquiror's stockholders and, at the time of each of the Seller Stockholders’ Meeting and at the Effective TimeStockholder Meetings, be false or misleading with respect to contain any untrue statement of a material fact required to be stated thereinfact, 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. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller which Target that should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Target shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act Acquiror and the Exchange Act (to the extent applicable)Merger Sub. Notwithstanding the foregoing, the Seller Target makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by Acquiror or supplied or omitted by, the Company which Merger Sub that is contained in any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Seller Company for inclusion in the Registration Statement will notStatement, as to which Parent makes no representation and which shall not constitute part of a Parent SEC Report for purposes of this Agreement) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement not misleading. The information (except for information to be supplied by the Seller Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement/Prospectus”, as to which Parent makes no representation) will in the Joint Proxy Statement shall not, at on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Parent or the Company, at the time of the Seller Stockholders’ Parent Meeting and the Company Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Parent Meeting or the Company Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Parent or any of its or their Affiliates, officers or directors is should be discovered by the Seller Parent which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Seller Parent shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Leukosite Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Parent and Merger Sub for inclusion in the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parent for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Prospectus shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Seller Stockholders’ Company Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall Parent or Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information about, or supplied or omitted by, by the Company which is contained in any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Pairgain Technologies Inc /Ca/), Agreement and Plan of Merger (Adc Telecommunications Inc)
Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Seller Parent for inclusion in the Registration Statement will notshall, at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Seller Parent for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, at the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) shall, on the date the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or Parent's stockholders, at the time of the Seller Company Stockholders’ ' Meeting and or the Parent Stockholders' Meeting or at the Effective Time, be false or misleading with respect to 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 made therein, in the light of the circumstances under which they are made, not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Seller shall promptly inform the Company. The Joint Proxy Statement/Prospectus will comply as to form in all material respects as to form with the requirements provisions of the Securities Act and the Exchange Act (to the extent applicable)Act. Notwithstanding the foregoing, the Seller Parent makes no representation representation, warranty or warranty covenant with respect to any information about, or supplied or omitted by, by the Company which is contained in any of the foregoing documentsRegistration Statement or Joint Proxy Statement/Prospectus.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Seller Parent and Merger Sub for inclusion in the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parent for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Statement shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersCompany's shareholders, at the time of the Seller Stockholders’ Company Shareholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall Parent or Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information about, supplied by Company or supplied or omitted by, the Company any third party which is contained in any of the foregoing documents.
Appears in 3 contracts
Samples: Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Integrated Measurement Systems Inc /Or/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Parent and Merger Sub for inclusion in the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parent for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Statement shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Company's stockholders, at the time of the Seller Stockholders’ Company Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall Parent or Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information about, supplied by Company or supplied or omitted by, the Company any third party which is contained in any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Medicus for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of QuadraMed Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement will not, Statement") 22 shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Medicus for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller Medicus in connection with the meeting of the Seller’s Medicus' stockholders to consider the Merger (the “Seller Stockholders’ "Medicus Stockholders Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Medicus' stockholders, at the time of the Seller Stockholders’ Medicus Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Medicus Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Medicus which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Medicus shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act QuadraMed and the Exchange Act (to the extent applicable)Merger Sub. Notwithstanding the foregoing, the Seller Medicus makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by QuadraMed or supplied or omitted by, the Company Merger Sub which is contained in any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Seller for inclusion in the Registration Statement will notStatement, as to which Buyer makes no representation) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement/Prospectus”, as to which Buyer makes no representation) will in the Joint Proxy Statement shall not, at on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Stockholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Buyer Meeting or the Seller Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Buyer or any of its or their Affiliates, officers or directors is should be discovered by the Seller Buyer which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Seller Buyer shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsSeller.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Learning Co Inc), Agreement and Plan of Merger (Broderbund Software Inc /De/), Agreement and Plan of Merger (Learning Co Inc)
Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement will notStatement"), shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Seller for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s 's stockholders to consider this Agreement and the Merger (the “"Seller Stockholders’ Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Seller, at the time of the Seller Stockholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Seller Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is should be discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsBuyer.
Appears in 2 contracts
Samples: Employment Agreement, Agreement and Plan of Merger (Eg&g Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Parent and Merger Sub for inclusion in the Registration Statement will Proxy Statement/Prospectus shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parent for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Prospectus shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company’s stockholders, at the time of the Seller Stockholders’ Company Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall Parent or Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information about, or supplied or omitted by, by the Company which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Voting Agreement (Advanced Power Technology Inc), Agreement and Plan of Merger (Microsemi Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Target for inclusion in the registration statement (or such other or successor form as shall be appropriate) pursuant to which the shares of Acquiror Common Stock that may be issued in the Merger will be registered with the SEC on Form S-4 (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Target for inclusion in the proxy statement/prospectus to be sent to the stockholders shareholders of the Seller Target in connection with the meeting of the Seller’s stockholders Target's shareholders to consider the Merger (the “Seller Stockholders’ "Target Shareholders Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersTarget's shareholders, at the time of the Seller Stockholders’ Target Shareholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Target Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Target which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Target shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act Acquiror and the Exchange Act (to the extent applicable)Merger Sub. Notwithstanding the foregoing, the Seller Target makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by Acquiror or supplied or omitted by, the Company Merger Sub which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Amerilink Corp), Agreement and Plan of Reorganization (Tandy Corp /De/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller Company in connection with the meeting of the Seller’s Company's stockholders to consider the Merger (the “Seller Stockholders’ "Company Stockholders Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to the Company's stockholders, at the time of the Seller Stockholders’ Company Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Company which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Company shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act Parent and the Exchange Act (to the extent applicable)Merger Sub. Notwithstanding the foregoing, the Seller Company makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by Parent or supplied Merger Sub or omitted by, the Company any other third party which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller for inclusion or incorporation by reference in the Registration Statement will not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Seller for inclusion or incorporation by reference in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, not at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any 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 made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliatesaffiliates, officers or directors is should be discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and Act, the Exchange Act (to the extent applicable). Notwithstanding ) and the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsrules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gold Banc Corp Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. The written information supplied by Target expressly for the Seller for purpose of inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in connection with the Merger will be registered with the SEC (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared effective by the SEC, SEC 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 not misleading. The written information supplied by Target expressly for the Seller for purpose of inclusion in the proxy statement/prospectus to be sent to the stockholders shareholders of the Seller Target in connection with the meeting of Target's shareholders (the Seller’s stockholders "Shareholder Meeting") to consider be held in connection with the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersTarget's shareholders and, at the time of the Seller Stockholders’ Meeting and at the Effective TimeShareholder Meeting, be false or misleading with respect to contain any untrue statement of a material fact required to be stated thereinfact, 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. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller which Target that should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Target shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act Acquiror and the Exchange Act (to the extent applicable)Merger Sub. Notwithstanding the foregoing, the Seller Target makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by Acquiror or supplied or omitted by, the Company which Merger Sub that is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Factual Data Corp), Agreement and Plan of Reorganization (Kroll Inc)
Registration Statement; Proxy Statement/Prospectus. The Other than with respect to the information supplied by the Seller for inclusion Company, the registration statement on Form S-4 (or such other or successor form as shall be appropriate) (including any amendments or supplements thereto, the "Registration Statement"), pursuant to which the shares of Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (including is filed with the SEC and at the time it becomes effective under the Securities Act, contain any amendments untrue statement of a material fact or supplements thereto) omit to state any material fact necessary in order to make the statements included therein not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is declared effective by first mailed to stockholders, at the SECtime of the Company 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 therein not misleading. The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any 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 made therein, in the light of the circumstances under which they are made, not false or misleading. The Proxy Statement will comply (with respect to information relating to Parent or Merger Sub) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the SellerParent, the Seller Subsidiaries Merger Sub or any of its or their Affiliatesrespective affiliates, officers or directors is should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall Parent or Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation or warranty with respect to any information about, or supplied or omitted by, by the Company which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Technology Inc), Agreement and Plan of Merger (Mastering Inc)
Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Seller AWS in writing for inclusion in the Registration Statement will notshall, at the time such document is filed, at the time amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at date of the TeleCorp 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 therein therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by the Seller AWS for inclusion in the proxy statement/prospectus to be sent Proxy Statement in connection with the TeleCorp Stockholders' Meeting will, on the date the Proxy Statement is first mailed to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, TeleCorp and at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective TimeTeleCorp Stockholders Meeting, be false or misleading with respect to 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 made therein, in the light of the circumstances under which they are were made, not misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries AWS or any of its or their Affiliates, officers or directors is should be discovered by the Seller AWS which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Seller AWS shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable)TeleCorp. Notwithstanding the foregoing, the Seller AWS makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company by TeleCorp which is contained in any of the foregoing documentsRegistration Statement or Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Wireless Services Inc), Agreement and Plan of Merger (Telecorp PCS Inc /Va/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Company for inclusion or incorporation by reference in the Registration Statement will noton Form S-4 registering the Parent Common Stock to be issued in connection with the Merger (the “Registration Statement”) as it relates to Company, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 not misleading. The information supplied by the Seller Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) Company (such proxy statement/prospectus prospectus, as amended or supplemented and supplemented, is referred to herein as the “Company Proxy Statement/Prospectus”) will notand for inclusion in the proxy statement to be sent to the stockholders of Parent (the “Parent Proxy Statement”), at the date the Company Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersstockholders of Company and at the date the Parent Proxy Statement is first mailed to stockholders of Parent, at the time of the Seller Stockholders’ Company Special Meeting and Parent Special Meeting and at the Effective Time, be false or misleading with respect to Time 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 made therein, in the light of the circumstances under which they are were made, not misleading. If at any time prior to the Effective Time any event relating with respect to the Seller, the Seller Subsidiaries Company or any of its or their Affiliates, officers or directors the Company Subsidiaries shall occur which is discovered by required to be described in the Seller which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Company Proxy Statement/Prospectus, the Seller such event shall be so described, and an amendment or supplement shall be promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form filed with the requirements of the Securities Act and the Exchange Act (SEC and, as required by law, disseminated to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any stockholders of the foregoing documentsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Secure Computing Corp), Agreement and Plan of Merger (Cyberguard Corp)
Registration Statement; Proxy Statement/Prospectus. The written information supplied by Target expressly for the Seller for purpose of inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 not misleading. The written information supplied by Target expressly for the Seller for purpose of inclusion in the proxy statement/prospectus to be sent to the stockholders shareholders of the Seller Target in connection with the meeting meetings of Target's shareholders (the Seller’s stockholders "Target Shareholders Meeting") to consider be held in connection with the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersTarget's shareholders, at the time of the Seller Stockholders’ Target Shareholders Meeting and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact required to be stated thereinfact, 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. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller which Target that should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Target shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act Acquiror and the Exchange Act (to the extent applicable)Merger Sub. Notwithstanding the foregoing, the Seller Target makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by Acquiror or supplied or omitted by, the Company which Merger Sub that is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Legato Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Target for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Target for inclusion in the proxy statement/prospectus to be sent to the stockholders shareholders of the Seller Target in connection with the meeting of the Seller’s stockholders Target's shareholders to consider the Merger (the “Seller Stockholders’ "Target Shareholders Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersTarget's shareholders, at the time of the Seller Stockholders’ Target Shareholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Target Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Target which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Target shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act Acquiror and the Exchange Act (to the extent applicable)Merger Sub. Notwithstanding the foregoing, the Seller Target makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by or supplied respecting Acquiror or omitted by, the Company Merger Sub (other than information with respect to Target) which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Premier Laser Systems Inc), Agreement and Plan of Reorganization (Ophthalmic Imaging Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller IDX and ChannelHealth for inclusion in the registration statement on Form S-4 (the "Registration Statement Statement") pursuant to which all of the shares of Parent Common Stock issued in the ChannelHealth Merger will notbe registered under the Securities Act of 1933, as amended (the "Securities Act"), shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, Securities and Exchange Commission (the "Commission") contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Seller IDX and ChannelHealth for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of the Seller Allscripts in connection with the meeting of the Seller’s stockholders to consider the Merger Allscripts Special Meeting (the “Seller Stockholders’ Meeting”as defined in Section 8.14 below) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Allscripts, at the time of the Seller Stockholders’ Allscripts Special Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Allscripts Special Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries ChannelHealth or any of its or their Affiliates, officers or directors is should be discovered by the Seller ChannelHealth which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller ChannelHealth shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsAllscripts.
Appears in 2 contracts
Samples: Voting Agreement and Irrevocable Proxy (Allscripts Inc /Il), Voting Agreement and Irrevocable Proxy (Idx Systems Corp)
Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller SmarterKids or about SmarterKids to be supplied by SmarterKids' agents for inclusion in the Registration Statement will not, shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Seller SmarterKids or about SmarterKids by SmarterKids' agents for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Prospectus shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersstockholders of SmarterKids, at the time of the Seller SmarterKids Stockholders’ ' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact required necessary in order to be stated thereinmake the statements made in the Proxy Statement/Prospectus not false or misleading, or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication with respect to the solicitation of proxies for the SmarterKids Stockholders' Meeting which has become false or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries SmarterKids or any of its or their Affiliates, officers or directors is should be discovered by the Seller SmarterKids which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller SmarterKids shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsEarlychildhood.
Appears in 2 contracts
Samples: Terms Agreement (Smarterkids Com Inc), Contribution Agreement and Plan of Reorganization and Merger (Smarterkids Com Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Parametric for inclusion in the Registration Statement will not, (as defined in Section 2.4(b)) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities 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 therein therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parametric for inclusion in the proxy statement/prospectus Proxy Statement to be sent to the stockholders of the Seller Computervision in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Computervision Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will ' Meeting shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Computervision's stockholders, and at the time of the Seller Computervision Stockholders’ Meeting and at the Effective Time' Meeting, be false or misleading with respect to 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 made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the solicitation of proxies for the Computervision Stockholders' Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with applicable provisions of the Securities Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to the Seller, the Seller Subsidiaries Parametric or any of its or their Affiliatesaffiliates, officers or directors is should be discovered by the Seller which Parametric that should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Parametric shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable)Computervision. Notwithstanding the foregoing, the Seller Parametric makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which by Computervision that is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)
Registration Statement; Proxy Statement/Prospectus. The (a) As promptly as practicable after the date of this Agreement, the Company shall supply Parent with the information supplied pertaining to the Company required by the Seller Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in (1) the Registration Statement Statement, which information will not, at the time the Registration Statement is filed with the SEC and 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, and (including 2) the proxy statement relating to the meeting of the Stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto) is declared effective by , the SEC"PROXY STATEMENT/PROSPECTUS"), which information will not, at the date mailed to stockholders and at the time of the Special Meeting of the Company, 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 not misleading. The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any 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 made therein, in the light of the circumstances under which they are made, not misleading. No representation is made by the Company with respect to statements made in the Proxy Statement/Prospectus or the Registration Statement based on information supplied by Parent or Merger Sub in writing for inclusion in such documents. If at any time prior to before the Effective Time Time, any event or circumstance relating to the Seller, the Seller Subsidiaries Company or any of its Subsidiaries, or their Affiliates, respective officers or directors is directors, should be discovered by the Seller which Company that should be set forth in an amendment or a supplement to the Registration Statement or an amendment Proxy Statement/Prospectus, the Company shall promptly inform Parent and shall assist in the preparation of appropriate amendments or supplement supplements to the Proxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Edutrek Int Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Seller for inclusion in the Registration Statement will notStatement, as to which Buyer makes no representation and which shall not constitute part of a Buyer SEC Report for purposes of this Agreement) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”, as to which Buyer makes no representation) will in the Proxy Statement shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Seller, at the time of the Seller Stockholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Seller Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Buyer or any of its or their Affiliates, officers or directors is should be discovered by the Seller Buyer which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Buyer shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsSeller.
Appears in 2 contracts
Samples: Employment Agreement, Agreement and Plan of Merger (Eg&g Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied in writing by the Seller Company for inclusion in the Registration Statement will notStatement, as to which Parent makes no representation) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied in writing by the Seller Parent and Merger Sub for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Statement shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to the Company’s stockholders, at the time of the Seller Company Stockholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Company Stockholders’ Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Parent or Merger Sub or any of its or their respective Affiliates, officers or directors is should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Parent shall promptly so inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Oilwell Varco Inc), Agreement and Plan of Merger (Grant Prideco Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by Acquiror (except to the Seller extent revised or superseded by amendments or supplements) for inclusion in the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by Acquiror (except to the Seller extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement/Prospectus”) will Statement shall not, at on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Acquiror's stockholders, at the time of the Seller Stockholders’ Acquiror Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading. If at , or omit to state any time prior material fact necessary to correct any statement in any earlier communication with respect to the Effective Time any event relating to solicitation of proxies by or on behalf of Acquiror for the Seller, the Seller Subsidiaries Acquiror Stockholders Meeting which has become false or any of its or their Affiliates, officers or directors is discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable)misleading. Notwithstanding the foregoing, the Seller Acquiror makes no representation representation, warranty or warranty covenant with respect to any information about, or supplied or omitted by, required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Answerthink Consulting Group Inc), Agreement and Plan of Merger (Think New Ideas Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Starfish for inclusion in the registration statement on Form S-4 pursuant to which the shares of Motorola Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances in which such statements were made, not misleading. The information supplied by the Seller Starfish for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of the Seller Starfish shareholders in connection with the meeting of the Seller’s stockholders Starfish's shareholders to consider approval of this Agreement and the Merger (the “Seller Stockholders’ "Starfish Shareholders' Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersshareholders of Starfish, at the time of the Seller Stockholders’ Starfish Shareholder's Meeting and at on the Effective TimeDate, be contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Starfish Shareholders' Meeting which they are made, not has become false or misleading. If If, at any time prior to the Effective Time Date, Starfish should discover any event or fact relating to the Seller, the Seller Subsidiaries Starfish or any of its or their Affiliates, officers or directors is discovered by the Seller which should would be required to be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Starfish shall promptly inform the CompanyMotorola of such event or fact. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.A1-26
Appears in 1 contract
Samples: Annex A1 Agreement and Plan of Merger (Motorola Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Parent and Merger Sub for inclusion in the Registration Statement will notStatement, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, and (ii) the Exemption Application (including any amendments or supplements thereto), at the time the Exemption Application is filed with the appropriate securities regulatory authority, 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 therein therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parent or Merger Sub for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Prospectus shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting Company Shareholders and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholder Vote which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall Parent and Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information about, or supplied or omitted by, by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Seller for inclusion in the Registration Statement will not, (as defined in Section 3.11) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders shareholders of the Seller in connection with the meeting of the Seller’s stockholders 's shareholders to consider the Merger (the “"Seller Stockholders’ Shareholders' Meeting”'") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will not, shall not at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersshareholders, at the time of the Seller Stockholders’ Shareholders' Meeting and at the Effective Time, be false or misleading with respect to any material fact required to be stated thereinherein, 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. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliatesaffiliates, officers or directors is should be discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Hycor for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Stratagene Common Stock to be issued in the Merger will be registered with the SEC (the “Registration Statement will not, Statement”) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Hycor for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will to be provided to the stockholders of Hycor in connection with the meeting of Hycor’s stockholders to consider the Merger (the “Hycor Stockholders Meeting”) shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Hycor stockholders, at the time of the Seller Stockholders’ Hycor Stockholders Meeting and or at the Effective Time, be contain any statement which, at any such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Hycor Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Hycor which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Hycor shall promptly inform Stratagene and supplement the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller Hycor makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by or respecting Stratagene or any of its subsidiaries (other than information supplied or omitted by, the Company by and with respect to Hycor) which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hycor Biomedical Inc /De/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Parent for inclusion in the Registration Statement will not, shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parent for inclusion or incorporation by reference in the proxy statementProxy Statement/prospectus Prospectus to be sent to the stockholders of Parent and the Seller shareholders of the Company in connection with the meeting of Parent Stockholders Meeting and the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Company Shareholders Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will , shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, stockholders of Parent or shareholders of the Company or at the time of the Seller Stockholders’ Parent Stockholders Meeting or the Company Shareholders Meeting, contain any statement which, at such time and at in light of the Effective Timecircumstances under which it shall be made, be is false or misleading with respect to any material fact required to be stated thereinfact, or shall 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; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the light solicitation of proxies for the circumstances under Parent Stockholders Meeting or the Company Shareholders Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time Parent Stockholders Meeting or the Company Shareholders Meeting any event relating to the Seller, the Seller Subsidiaries Parent or any of its or their Affiliatesrespective affiliates, officers or directors is should be discovered by the Seller Parent which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Parent shall promptly inform the Company. The Proxy Statement/Prospectus will Registration Statement shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the Exchange Act (to the extent applicable)rules and regulations thereunder. Notwithstanding the foregoing, the Seller Parent makes no representation or warranty with respect to any information about, or supplied or omitted by, by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information in the Registration Statement (except for information supplied by the Seller for inclusion in the Registration Statement will notStatement, as to which Buyer makes no representation) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement/Prospectus”, as to which Buyer makes no representation) will in the Joint Proxy Statement shall not, at on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Buyer or Seller, at the time of the Seller Stockholders’ Buyer Meeting and the Seller Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Buyer Meeting or the Seller Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Buyer or any of its or their Affiliates, officers or directors is should be discovered by the Seller Buyer which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Seller Buyer shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsSeller.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by Acquiror (except to the Seller extent revised or superseded by amendments or supplements) for inclusion in the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by Acquiror (except to the Seller extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Statement shall not, at on the date the 45 Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to the Company's stockholders, at the time of the Seller Stockholders’ Company Stockholders Meeting and at the Effective Time, be contain any statement that, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to the Seller, the Seller Subsidiaries Acquiror or any of its Acquiror Subsidiary, or their Affiliates, respective officers or directors is directors, should be discovered by the Seller which Acquiror that should be set forth in an amendment or a supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, as the Seller case may be, Acquiror shall promptly inform the Company. The Proxy Statement/Prospectus All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsAct.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Communication Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Parent and Merger Sub for inclusion in the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parent for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Statement shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Company's stockholders, at the time of the Seller Stockholders’ Company Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller which Parent or Merger Sub that should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Parent or Merger Sub shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information about, supplied by Company or supplied or omitted by, the Company which any other third party that is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (SSP Solutions Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Company for inclusion in the Registration Statement registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock will notbe registered with the SEC (the "REGISTRATION STATEMENT") does not and will not contain, at the time the information is supplied and when the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact nor does or will it omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement not misleading. The information supplied by the Seller Company for inclusion in the proxy statement/prospectus (the "PROXY STATEMENT") to be sent to the stockholders shareholders of the Seller Company in connection with the special meeting of the Seller’s stockholders Company's shareholders to consider this Agreement and the Merger (the “Seller Stockholders’ Meeting”"SHAREHOLDERS MEETING") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) does not and will not, at the date time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersshareholders, at the time of the Seller Stockholders’ Meeting and Shareholders Meeting, or at the Effective Time, be contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Proxy Statement not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Shareholders Meeting which they are madehas become false or misleading; provided, not misleadinghowever, that no representation or warranty is made by the Company with respect to information related to, or supplied by, the Parent, its affiliates or advisors. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Company or any of its or their Affiliates, officers or directors is affiliates should be discovered by the Seller Company which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Company shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsParent.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Parent for inclusion in the Registration Statement will not, shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parent for inclusion or incorporation by reference in the proxy statementProxy Statement/prospectus Prospectus to be sent to the stockholders of Parent and the Seller shareholders of the Company in connection with the meeting of Parent Stockholders Meeting and the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Company Shareholders Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will , shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, stockholders of Parent or shareholders of the Company or at the time of the Seller Stockholders’ Parent Stockholders Meeting or the Company Shareholders Meeting, contain any statement which, at such time and at in light of the Effective Timecircumstances under which it shall be made, be is false or misleading with respect to any material fact required to be stated thereinfact, or shall 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; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the light solicitation of proxies for the circumstances under Parent Stockholders Meeting or the Company Shareholders Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time Parent Stockholders Meeting or the Company Shareholders Meeting any event relating to the Seller, the Seller Subsidiaries Parent or any of its or their Affiliatesrespective affiliates, officers or directors is should be discovered by the Seller Parent which should be set forth in an amendment or supplement to the 38 Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Parent shall promptly inform the Company. The Proxy Statement/Prospectus will Registration Statement shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the Exchange Act (to the extent applicable)rules and regulations thereunder. Notwithstanding the foregoing, the Seller Parent makes no representation or warranty with respect to any information about, or supplied or omitted by, by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller Buyer for inclusion in the Registration Statement will not, shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Buyer for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement/Prospectus”) will Statement shall not, at on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Buyer or Seller, at the time of the Buyer Stockholders' Meeting and the Seller Stockholders’ ' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Buyer Stockholders' Meeting or the Seller Stockholders' Meetings which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Buyer or any of its or their Affiliates, officers or directors is should be discovered by the Seller Buyer which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Seller Buyer shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsSeller.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MediaMax Technology CORP)
Registration Statement; Proxy Statement/Prospectus. The information supplied or to be supplied by the Seller ATX or its Affiliates for inclusion in or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of ATX Common Stock issuable in the Merger and the Recapitalization will be registered with the SEC (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC under the Securities Act of 1933, as amended, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by the Seller ATX for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of the Seller CoreComm in connection with the its meeting of the Seller’s stockholders to consider this Agreement and the Merger (collectively, the “Seller "Stockholders’ ' Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholders, stockholders of CoreComm at the time of the Seller Stockholders’ ' Meeting and at the Effective Time, be contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Stockholders' Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries ATX or any of its or their Affiliates, officers or directors is should be discovered by the Seller ATX which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller ATX shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsCoreComm.
Appears in 1 contract
Samples: Recapitalization Agreement and Plan of Merger (Corecomm LTD)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Medicus for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of QuadraMed Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Medicus for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller Medicus in connection with the meeting of the Seller’s Medicus stockholders to consider the Merger (the “Seller Stockholders’ "Medicus Stockholders Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Medicus stockholders, at the time of the Seller Stockholders’ Medicus Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Medicus Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Medicus which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Medicus shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act QuadraMed and the Exchange Act (to the extent applicable)Merger Sub. Notwithstanding the foregoing, the Seller Medicus makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by QuadraMed or supplied or omitted by, the Company Merger Sub which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Ascend for inclusion in the Registration Statement will notshall not contain, at the time the Registration Statement (including any amendments or supplements thereto) is first filed in publicly available form and at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Ascend for inclusion in the proxy statement/prospectus Proxy Statement to be sent to the stockholders of the Seller Stratus in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Stratus Stockholders Meeting shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Stratus, at the time of the Seller Stockholders’ Stratus Stockholders Meeting and or at the Effective Time, be contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Proxy Statement not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Stratus Stockholders Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Ascend or any of its or their Affiliates, officers or directors is should be discovered by the Seller Ascend which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Ascend shall promptly inform the CompanyStratus. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.Section 4.13
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stratus Computer Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller Company in connection with the meeting of the Seller’s Company's stockholders to consider the Merger (the “Seller Stockholders’ "Company Stockholders Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to Company's stockholders, at the time of the Seller Stockholders’ Company Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Company which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Company shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable)Parent. Notwithstanding the foregoing, the Seller Company makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by Parent or supplied or omitted by, the Company Merger Sub which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pairgain Technologies Inc /Ca/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller QuaTech for inclusion in the Registration Statement will not, shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller QuaTech for inclusion in the proxy statement/prospectus Proxy Statement to be sent provided to the stockholders shareholders of the Seller DPAC in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will DPAC Shareholders Meeting shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersDPAC’s shareholders, at the time of the Seller Stockholders’ DPAC Shareholders Meeting and or at the Effective Time, be contain any statement that, at any such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading. The Registration Statement and the Proxy Statement shall be amended or supplemented as necessary to correct any statement in any earlier communication with respect to any offer of DPAC Common Stock or the solicitation of proxies for the DPAC Shareholders Meeting that has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller which QuaTech that should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller QuaTech shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable)DPAC. Notwithstanding the foregoing, the Seller QuaTech makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by or respecting DPAC or any of its subsidiaries (other than information supplied or omitted by, the Company which by QuaTech with respect to QuaTech) that is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the Seller for inclusion accuracy of the representations of the Company in Section 2.12, the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 included therein not misleading. The information supplied by the Seller Parent for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) Prospectus will not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersthe stockholders of the Company and, if required, Parent at the time of the Seller Stockholders’ Company Stockholders Meeting and, if required, the Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements any statement made therein, in the light of the circumstances under which they are made, therein not false or misleading. If at any time prior to the Effective Time any event relating to the SellerParent, the Seller Subsidiaries Merger Sub or any of its or their Affiliatesrespective affiliates, officers or directors is should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall Parent or Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation or warranty with respect to any information about, or supplied or omitted by, by the Company which is contained or incorporated by reference in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The written information supplied by the Seller CBSI for inclusion in the Registration Statement will not, shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller CBSI for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement/Prospectus”) will Statement shall not, at on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersshareholders of CBSI or Claremont, at the time of the Seller Stockholders’ CBSI Shareholders' Meeting and Claremont Shareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 9 14 Joint Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under CBSI or Claremont Shareholders' Meetings which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries CBSI or any of its or their Affiliates, officers or directors is should be discovered by the Seller CBSI which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Seller CBSI shall promptly inform the CompanyClaremont. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.Section 4.11
Appears in 1 contract
Samples: Agreement and Plan of Merger (Complete Business Solutions Inc)
Registration Statement; Proxy Statement/Prospectus. The Subject to the accuracy of the information supplied regarding the Company provided by the Seller Company specifically for inclusion in the joint proxy statement and registration statement on Form S-4 (or such other or successor form as shall be appropriate) (including any amendments or supplements thereto, the "Registration Statement"), pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC, such Registration Statement will not, 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 necessary in order to make the statements included therein not misleading. The information supplied by Parent for inclusion in the Proxy Statement included in the Registration Statement (including any amendments shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Company Stockholders' Meeting or supplements thereto) is declared effective by Parent Stockholders' Meeting, or at the SECEffective 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 not misleading. The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any 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 made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or 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 thereunder. If at any time prior to the Effective Time any event relating to the SellerParent, the Seller Subsidiaries Merger Sub or any of its or their Affiliatesrespective affiliates, officers or directors is should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall Parent or Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation or warranty with respect to any information about, or supplied or omitted by, by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Seller Company for inclusion in the Registration Statement will notStatement, as to which the Buyer makes no representation and which shall not constitute part of the Buyer SEC Report for purposes of this Agreement) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Seller Buyer for inclusion in the proxy statement/prospectus Proxy Statement to be sent to the stockholders of the Seller Company in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Company Meeting shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of the Company, at the time of the Seller Stockholders’ Company Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Company Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Buyer or any of its or their Affiliates, officers or directors is should be discovered by the Seller Buyer which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Seller Buyer shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller for inclusion in the Registration Statement will not, (as defined in Section 3.11) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders shareholders of the Seller in connection with the meeting of the Seller’s stockholders 's shareholders to consider the Merger (the “"Seller Stockholders’ Shareholders' Meeting”'") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will not, shall not at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersshareholders, at the time of the Seller Stockholders’ Shareholders' Meeting and at the Effective Time, be false or misleading with respect to any material fact required to be stated thereinherein, 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. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliatesaffiliates, officers or directors is should be discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advantage Bancorp Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller for inclusion or incorporation by reference in the Registration Statement will not, (as defined in Section 3.8) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Seller for inclusion or incorporation by reference in the proxy statement/prospectus to be sent to the stockholders shareholders of the Seller in connection with the meeting of the Seller’s stockholders shareholders to consider the Merger (the “Seller StockholdersShareholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, shall not at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersshareholders, at the time of the Seller StockholdersShareholders’ Meeting and at the Effective Time, be false or misleading with respect to any 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 made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliatesaffiliates, officers or directors is should be discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus will shall comply in all material respects as to form with the requirements of the Securities Act and Act, the Exchange Act (to the extent applicable)) and the rules and regulations thereunder. Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mississippi Valley Bancshares Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Buyer and Lender for inclusion in the Registration Statement will notStatement, as set forth in any writing supplied by Buyer, Lender or any of their respective legal counsel for the purpose of inclusion in the Registration Statement, shall not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act of 1933, as amended (including any amendments or supplements thereto) is declared effective by the SEC"1933 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 such statements therein, in light of the statements therein circumstances under which they are made, not misleading. The information supplied by the Seller or concerning Buyer or Lender or their respective agents or representatives for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will , as set forth in any writing supplied by Buyer, Lender or any of their respective legal counsel for the purpose of inclusion in the Proxy Statement, shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to the Company's stockholders, at the time of the Seller Stockholders’ ' Meeting and at on the Effective TimeClosing Date, be false or misleading with respect to 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 such statements made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time Closing Date any event relating to the SellerBuyer, the Seller Subsidiaries Lender or any of its or their Affiliatesrespective affiliates, officers or directors is should be discovered by the Seller Buyer or Lender, which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Buyer or Lender shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, neither the Seller Buyer nor Lender makes no any representation or warranty with respect to any information about, supplied by or supplied or omitted by, concerning the Company or its subsidiaries or any of their respective officers, directors or affiliates which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Seller for inclusion in the Registration Statement will notStatement, as to which Buyer makes no representation) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement/Prospectus”, as to which Buyer makes no representation) will in the Joint Proxy Statement shall not, at on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Stockholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Buyer Meeting or the Seller Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Buyer or any of its or their Affiliates, officers or directors is should be discovered by the Seller Buyer which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Seller Buyer shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsSeller.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Casella Waste Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by Acquiror (except to the Seller extent revised or superseded by amendments or supplements) for inclusion in the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by Acquiror (except to the Seller extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Statement shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to the Company's stockholders, at the time of the Seller Stockholders’ Company Stockholders Meeting and at the Effective Time, be contain any statement that, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to the Seller, the Seller Subsidiaries Acquiror or any of its Acquiror Subsidiary, or their Affiliates, respective officers or directors is directors, should be discovered by the Seller which Acquiror that should be set forth in an amendment or a supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, as the Seller case may be, Acquiror shall promptly inform the Company. The Proxy Statement/Prospectus All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsAct.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Seller for inclusion in the Registration Statement will notStatement, as to which Buyer makes no representation) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement/Prospectus”, as to which Buyer makes no representation) will in the Joint Proxy Statement shall not, at on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersstockholders of Buyer or Seller, at the time of the Seller Stockholders’ Buyer Meeting and the Seller Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Buyer Meeting or the Seller Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Buyer or any of its or their Affiliates, officers or directors is should be discovered by the Seller Buyer which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Seller Buyer shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsSeller.
Appears in 1 contract
Samples: Agreement and Plan of Merger (West Coast Entertainment Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Parent and Merger Sub for inclusion in the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parent for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Statement shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Company's stockholders, at the time of the Seller Stockholders’ Company Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall Parent or Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information about, or supplied or omitted by, the by Company which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Geotel Communications Corp)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information in the Registration Statement (except for information supplied by the Seller Varco for inclusion in the Registration Statement will notStatement, as to which Tuboscope makes no representation) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Tuboscope for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement/Prospectus”) will Statement shall not, at on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersTuboscope's stockholders or Varco's shareholders, at the time of the Seller Tuboscope Stockholders’ ' Meeting and the Varco Shareholder's Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Tuboscope Stockholders' Meeting or the Varco Shareholders' Meetings which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Tuboscope or any of its or their Affiliates, officers or directors is should be discovered by the Seller Tuboscope which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Seller Tuboscope shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsVarco.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varco International Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the “Registration Statement will not, Statement”) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller Parent in connection with the meeting of the SellerParent’s stockholders to consider the Merger (the “Seller Stockholders’ Parent Stockholders Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Parent’s stockholders, at the time of the Seller Stockholders’ Parent Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Company which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Company shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act Parent and the Exchange Act (to the extent applicable)Merger Sub. Notwithstanding the foregoing, the Seller Company makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by Parent or supplied Merger Sub or omitted by, the Company any other third party which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Saflink Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Buyer for inclusion in the Registration Statement of the Buyer (the "Registration Statement") pursuant to which the shares of Buyer Common Stock to be issued in the Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Seller Buyer for inclusion in the proxy statementProxy Statement/prospectus to Prospectus, which will be sent to the stockholders shareholders of the Seller Buyer in connection with the meeting of the Seller’s stockholders Buyer's shareholders to consider the Merger (the “Seller Stockholders’ "Buyer Shareholders' Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, shall not at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersshareholders, at the time of the Seller Stockholders’ Buyer Shareholders' Meeting and at the Effective Time, be false or misleading with respect to any 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 made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Buyer or any of its or their Affiliatesaffiliates, officers or directors is should be discovered by the Seller Buyer which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Buyer shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller Buyer makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company Buyer which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Seller Company and its Subsidiaries for inclusion in the Registration Statement pursuant to which the FACO Common Shares to be issued in the Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Company or any of its Subsidiaries for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Prospectus shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersthe shareholders of the Company, at the time of the Seller Stockholders’ Company Shareholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading misleading, with respect to any material fact required to be stated thereinfact, 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller Company which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Company shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsFACO.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Credit Management Solutions Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller QuadraMed and Merger Sub for inclusion in the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller QuadraMed for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Statement shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Medicus stockholders, at the time of the Seller Stockholders’ Medicus Stockholders Meeting and at the Effective Time, be contain any statement which, at such time, is false or misleading with respect to any material fact required to be stated thereinfact, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Medicus Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller QuadraMed or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall QuadraMed or Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable)Medicus. Notwithstanding the foregoing, the Seller makes QuadraMed and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information about, or supplied or omitted by, the Company by Medicus which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller Parent for inclusion in the Registration Statement will not, shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities 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 therein not misleading. The information to be supplied by the Seller Parent for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will Statement shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Parent's shareholders and the Company's stockholders, at the time of the Seller Parent Shareholders' Meeting or the Company Stockholders’ ' Meeting and at the Effective Time, be false or misleading with respect to 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 made therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Parent Shareholders' Meeting or the Company Stockholders' Meeting which has become false or 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 thereunder. If at any time prior to the Effective Time Time, any event relating to the Seller, the Seller Subsidiaries Parent or any of its or their Affiliatesaffiliates, officers or directors is should be discovered by the Seller Parent which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Parent shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller Parent makes no representation or warranty with respect to any information about, or supplied or omitted by, by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cardiogenesis Corp)
Registration Statement; Proxy Statement/Prospectus. The written -------------------------------------------------- information supplied by Target expressly for the Seller for purpose of inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement will not, Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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 not misleading. The written information supplied by Target expressly for the Seller for purpose of inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller Target in connection with the meeting meetings of Target's stockholders (the Seller’s stockholders "Target Stockholders Meeting") to consider be held in connection with the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “"Proxy Statement/Prospectus”") will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to Target's stockholders, at the time of the Seller Stockholders’ Target Stockholders Meeting and at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact required to be stated thereinfact, 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. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is information should be discovered by the Seller which Target that should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Target shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act Acquiror and the Exchange Act (to the extent applicable)Merger Sub. Notwithstanding the foregoing, the Seller Target makes no representation representation, warranty or warranty covenant with respect to any information about, supplied by Acquiror or supplied or omitted by, the Company which Merger Sub that is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller for inclusion or incorporation by reference in the Registration Statement (defined herein) will not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Seller for inclusion or incorporation by reference in the proxy statement/prospectus to be sent to the stockholders shareholders of the Seller in connection with the meeting of the Seller’s stockholders shareholders to consider the Merger (the “Seller StockholdersShareholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, not at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholdersshareholders, at the time of the Seller StockholdersShareholders’ Meeting and at the Effective Time, be false or misleading with respect to any 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 made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their AffiliatesAffiliates (defined herein), officers officers, or directors is discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and Act, the Exchange Act (to the extent applicable). Notwithstanding , and the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsrules and regulations thereunder.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Transport for inclusion in the Registration Statement registration statement on Form S-4 pursuant to which shares of USF Common Stock issuable in the Merger will not, be registered with the SEC (the "REGISTRATION STATEMENT") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement, not misleading. The information supplied by the Seller Transport for inclusion in the proxy statement/prospectus statement (the "PROXY STATEMENT") to be sent to the stockholders shareholders of the Seller Transport in connection with the meeting of the Seller’s stockholders its shareholders to consider this Agreement and the Merger (the “Seller Stockholders’ Meeting”"TRANSPORT SHAREHOLDERS MEETING") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will shall not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholdersshareholders of Transport, at the time of the Seller Stockholders’ Transport Shareholders Meeting and at the Effective Time, be contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact required to be stated thereinfact, 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 Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the circumstances under Transport Shareholders Meeting which they are made, not has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Transport or any of its or their Affiliates, officers or directors is should be discovered by the Seller Transport which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Transport shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsUSF.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transport Corporation of America Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Cohesion expressly for the Seller for inclusion purpose of including the information or incorporating the information by reference in the Registration Statement will noton Form F-4 registering the Angiotech Common Stock to be issued in connection with the Merger (the "REGISTRATION STATEMENT") as it relates to Cohesion, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 therein not misleading. The information supplied by Cohesion expressly for the Seller for inclusion purpose of including the information in the proxy statement/prospectus to be sent to the Cohesion's stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) Cohesion Stockholder Meeting (such proxy statement/prospectus prospectus, as amended or and supplemented is referred to herein as the “Proxy Statement"PROXY STATEMENT/Prospectus”) will notPROSPECTUS"), at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Cohesion Stockholder Meeting and at the Effective Time, be false or misleading with respect to Time shall 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 made therein, in the light of the circumstances under which they are were made, not misleading. If at any time prior to the Effective Time any event relating with respect to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors Cohesion shall occur which is discovered by the Seller which should required to be set forth described in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Seller such event shall be so described, and an amendment or supplement shall be promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form filed with the requirements of the Securities Act and the Exchange Act (SEC and, as required by law, disseminated to the extent applicable)Cohesion's stockholders. Notwithstanding the foregoing, the Seller Cohesion makes no representation or warranty with respect to any information about, supplied by Angiotech or supplied or omitted by, the Company Merger Sub which is contained in any of the foregoing documentsRegistration Statement or Proxy Statement/Prospectus.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Angiotech Pharmaceuticals Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the Seller for inclusion accuracy of the representations of the Company in Section 4.27, the Registration Statement will shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Seller Parent for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) Prospectus will not, at on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Special Meeting and at the Effective Timeeffective time of the Merger, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact required necessary in order to be stated therein, make the statements therein not false or misleading; or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Meeting which has become false or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time Date any event relating to the SellerParent, the Seller Subsidiaries Merger Sub or any of its or their Affiliatesrespective affiliates, officers or directors is should be discovered by the Seller Parent or Merger Sub which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller shall Parent or Merger Sub will promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes Parent and Merger Sub make no representation or warranty with respect to any information about, or supplied or omitted by, by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller Company for inclusion or incorporation by reference in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement will notStatement") shall not contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement not misleading. The information supplied by the Seller Company for inclusion or incorporation by reference in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of the Seller Company in connection with the special meeting of the Seller’s Company's stockholders to consider the Merger this Agreement (the “Seller Stockholders’ "Stockholders Meeting”") (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will shall not, at the date time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) Statement is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and Stockholders Meeting, or at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact required or omit to be stated thereinstate a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries Company or any of its or their Affiliates, officers or directors is affiliates should be discovered by the Seller Company which should be set forth in an amendment or supplement to the Registration Statement or an amendment or a supplement to the Proxy Statement/Prospectus, the Seller Company shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documentsParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (CRW Financial Inc /De)
