Information in the Proxy Statement. The information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement (and any amendment thereof or supplement thereto) will not, as of the date such Proxy Statement is mailed to the Company Stockholders and at the time of any meeting of the Company Stockholders to be held in connection with the Public Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent with respect to (i) information made or incorporated by reference therein based on information that was not supplied by or on behalf of Parent or the Merger Subs for inclusion in the Proxy Statement or (ii) any financial projections or forward-looking statements.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Rithm Capital Corp.)
Information in the Proxy Statement. The information supplied by Parent and the Purchaser for inclusion or incorporation by reference in the Proxy Statement Statement, if any (and any amendment thereof or supplement thereto) will not), as of at the date such Proxy Statement is mailed to the Company Stockholders Company’s stockholders and at the time of any meeting of the Company Stockholders Company’s stockholders to be held in connection with the Public Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by Parent or the Purchaser with respect to (i) information statements made or incorporated by reference therein based on information that was not supplied by or on behalf of Parent or the Merger Subs Company in writing for inclusion in the Proxy Statement or (ii) any financial projections or forward-looking statementsStatement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SuccessFactors, Inc.), Agreement and Plan of Merger (Sybase Inc)
Information in the Proxy Statement. The information supplied by Parent for inclusion or incorporation by reference in proxy statement (the “Proxy Statement Statement”) (and any amendment thereof or supplement thereto) will not), as of at the date such Proxy Statement is mailed to the Company Stockholders Company’s stockholders and at the time of any meeting of the Company Stockholders stockholders to be held in connection with the Public MergerMerger or at the date of any amendment thereof or supplements thereto, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent the Company with respect to (i) information statements made or incorporated by reference therein based on information that was not supplied by or on behalf of Parent or the Merger Subs Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement or (ii) any financial projections or forward-looking statementswill comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Aero Logistics Inc.), Agreement and Plan of Merger (World Air Holdings, Inc.)
Information in the Proxy Statement. The None of the information supplied by or on behalf of Parent or Merger Sub or their respective Affiliates expressly for inclusion or incorporation by reference in the Proxy Statement (and or any amendment thereof or supplement thereto) will notwill, as of on the date such on which the Proxy Statement is first mailed to stockholders of the Company Stockholders and or at the time of any meeting of the Company Stockholders to be held in connection with the Public MergerMeeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent with respect to (i) information or statements made or incorporated by reference therein based on information in the Proxy Statement that was were not supplied by or on behalf of Parent or the Merger Subs Sub or their respective Affiliates for inclusion in the Proxy Statement or (ii) any financial projections or forward-looking statementsuse therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heritage-Crystal Clean, Inc.)
