Common use of Required Information Clause in Contracts

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement, and Press Release, and for such other reasonable purposes, each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members (including the directors and officers of Parent to be elected effective as of the Closing pursuant to Section 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Multi Link Telecommunications Inc), Agreement and Plan of Merger (Applied Spectrum Technologies Inc), Agreement and Plan of Merger (Qorus Com Inc)

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Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement, and Press Release, and for such other reasonable purposes, each of the Company and Parent Party shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members (including the directors and officers of Parent FPM to be elected effective as of the Closing pursuant to Section 5.1 hereof6.1 hereof any officers appointed by such directors thereafter) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company Party and Parent FPM to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fluoropharma Medical, Inc.), Agreement and Plan of Merger (Fluoropharma Medical, Inc.)

Required Information. In connection with the preparation of the Transaction Form 8-K, the 14f-1 Information Statement, Statement and the Press Release, and for such other reasonable purposes, the Affiliated Companies and Qorus each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members (including the directors and officers of Parent Qorus to be elected effective as of the Closing pursuant to Section 5.1 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each the Affiliated Companies and Qorus or any of the Company and Parent their respective subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Exchange Agreement (Qorus Com Inc), Exchange Agreement (Qorus Com Inc)

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement, and Press Release, and for such other reasonable purposes, each of the Company and Parent Century shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members (including the directors and officers of Parent Century to be elected effective as of the Closing pursuant to Section 5.1 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent Century to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Century Pacific Financial Corp)

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement, and Press Release, and for such other reasonable purposes, each of the Company and Parent Eugene each shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders officers and members shareholders (including the directors and officers of Parent the Company to be elected effective as of the Closing pursuant to Section 5.1 SECTION 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent Eugene or any of their respective subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Ezcomm Inc)

Required Information. In connection with the preparation of the Transaction Form 8-K, K and 14f-1 Information Statement, and Press Release, and for such other reasonable purposes, each of the Company DPEC and Parent Mercari shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders stockholders, and members (including the directors and officers of Parent Mercari to be elected effective as of the Closing pursuant to Section 5.1 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the TransactionTransactions, or any other statement, filing, notice or application made by or on behalf of each of the Company DPEC and Parent Mercari to any third party and/or any Governmental Entity in connection with the Transaction Transactions and the other transactions contemplated hereby. Each party warrants and represents to the other party parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mercari Communications Group LTD)

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 the 14F Information Statement, the 14C Information Statement, and Press Release, and for such other reasonable purposes, each of the Company and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, officers and stockholders and members (including the directors and officers of Parent to be elected effective as of the Closing pursuant to Section 5.1 5.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chiste Corp)

Required Information. In connection with the preparation of the Transaction Signing Form 8-K, 14f-1 Information Statement, Closing Form 8-K and Press Release, or any other statement, filing, notice or application made by or on behalf of Parent and/or the Company to any third party and/or any Governmental Entity in connection with the Business Combination or the other transactions contemplated hereby, and for such other reasonable purposes, each of the Company and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, officers and stockholders and members (including the directors and officers of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.1 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated herebyBusiness Combination. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

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

Required Information. In connection with the preparation of the Transaction Form 8-K, the 14f-1 Information Statement, Statement and Press Release, and for such other reasonable purposes, each of the Company and Parent Party shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members (including the directors and officers of Parent PHI to be elected effective as of the Closing pursuant to Section 5.1 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transactiontransactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent Party to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated herebyby this Agreement. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Merger Agreement (Phototron Holdings, Inc.)

Required Information. In connection with the preparation of the Transaction Signing Form 8-K, 14f-1 Information Statementthe Closing Form 8-K, the Signing Press Release and the Closing Press Release, or any other statement, filing, notice or application made by or on behalf of the Purchaser and/or the Company to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement, and for such other reasonable purposes, each of the Company and Parent the Purchaser each shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, officers and stockholders and members (including the directors of the Purchaser and officers of Parent the Company to be elected effective as of the Closing pursuant to Section 5.1 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated herebyby this Agreement. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Logistics Acquisition CORP)

Required Information. In connection with the preparation of the OTC Equity Issuer Notification Form, the Transaction Form 8-K, the 14f-1 Information Statement, Statement and Press Release, and for such other reasonable purposes, each of the Company and Parent Party shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members (including the directors and officers of Parent CLG to be elected effective as of the Closing pursuant to Section 5.1 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent Party to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated herebyby this Agreement. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Catalyst Lighting Group Inc)

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement, and Press Release, and for such other reasonable purposes, each of the Company and Parent Party shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members (including the directors and officers of Parent EXCALIBER to be elected effective as of the Closing pursuant to Section 5.1 hereof6.1 hereof any officers appointed by such directors thereafter) and such other matters as may be reasonably necessary or advisable in connection with the TransactionMerger, or any other statement, filing, notice or application made by or on behalf of each of the Company Party and Parent EXCALIBER to any third party and/or any Governmental Entity in connection with the Transaction Merger and the other transactions contemplated hereby. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Excaliber Enterprises, Ltd.)

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Required Information. In connection with the preparation of the Transaction Signing Form 8-K, 14f-1 Information Statement, Closing 8-K Form 8-K and Press Release, or any other statement, filing, notice or application made by or on behalf of Parent and/or the Company to any third party and/or any Governmental Entity in connection with the Business Combination or the other transactions contemplated hereby, and for such other reasonable purposes, each of the Company and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, officers and stockholders and members (including the directors and officers of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.1 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated herebyBusiness Combination. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

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

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement, and Press Release, and for such other reasonable purposes, each of the Company and Parent Chiste each shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members Members (including the directors and officers of Parent Chiste to be elected effective as of the Closing pursuant to Section 5.1 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent Chiste or any of their respective subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Chiste Corp)

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement, K and Press Release, and for such other reasonable purposes, each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members (including the directors and officers of Parent to be elected effective as of the Closing pursuant to Section 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cab-Tive Advertising, Inc.)

Required Information. In connection with the preparation of the Transaction Proxy Statement, Form 8-K, 14f-1 Information Statement, K and Press Release, and for such other reasonable purposes, Seller and Buyer each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, officers and stockholders and members (including the directors and officers of Parent to be elected effective as of the Closing pursuant to Section 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the TransactionAcquisition (including, with respect to the Company and Seller, delivery by Seller of audited consolidated financial statements for the fiscal years ended December 31, 2005, December 31, 2006, and December 31, 2007 of the Company and its Subsidiaries), or any other statement, filing, notice or application made by or on behalf of each of the Company Seller and Parent Buyer to any third party and/or any Governmental Entity in connection with the Transaction Acquisition and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Union Street Acquisition Corp.)

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement, and Press Release, and for such other reasonable purposes, each of the Company and Parent Marine each shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members Members (including the directors and officers of Parent Marine to be elected effective as of the Closing pursuant to Section 5.1 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent Marine or any of their respective subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Marine Jet Technology Corp)

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement, and Press Release, and for such other reasonable purposes, each of the Company VMdirect and Parent Qorus shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members (including the directors and officers of Parent Qorus to be elected effective as of the Closing pursuant to Section 5.1 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company VMdirect and Parent Qorus to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Qorus Com Inc)

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement, K and Press Release, and for such other reasonable purposes, the Affiliated Companies and Boundless each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers, managers, managing members, stockholders and members (including the directors and officers of Parent Boundless to be elected effective as of the Closing pursuant to Section 5.1 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each the Affiliated Companies and Boundless or any of the Company and Parent their respective subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Boundless Corp)

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