Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc), Agreement and Plan of Merger (Sun Healthcare Group Inc), Agreement and Plan of Merger (Regency Health Services Inc)
Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company CPT, Parent, CPT Merger Sub and Inuvo Merger Sub in writing expressly for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementForm S-4 will not, at the respective times time the Offer Documents, Form S-4 is declared effective by the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company CPT, Parent, CPT Merger Sub or Inuvo Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Inuvo in writing expressly for inclusion therein. The information supplied by CPT, Parent, CPT Merger Sub and Inuvo Merger Sub in writing specifically expressly for inclusion or incorporation by reference therein. The Schedule 14D-9in the Joint Proxy Statement/Prospectus will not, at the time the Joint Proxy Statement Statement/Prospectus is first mailed to CPT stockholders and at the Information Statement will comply as to form in all material respects with the requirements time of the Exchange Act and CPT 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 rules and regulations thereunderstatements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company CPT, Parent, CPT Merger Sub and Inuvo Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub Inuvo in writing specifically expressly for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 3 contracts
Samples: Support Agreement (ConversionPoint Holdings, Inc.), Support Agreement (ConversionPoint Holdings, Inc.), Support Agreement (Inuvo, Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Parent, Merger Sub or Merger LLC or any of their respective Subsidiaries expressly for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Registration Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC and at the time such document becomes effective or first published, sent at any time such document is amended or given supplemented contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the holders, orstatements therein, in the case light of the circumstances under which they are made, not misleading or (b) the Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to the Company's stockholders or of the Company and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company Parent, Merger Sub or Merger LLC with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing on behalf of the Company specifically for inclusion or incorporation by reference thereinin the Registration Statement or the Proxy Statement. The Schedule 14D-9Registration Statement will, at the Proxy Statement time such document is filed with the SEC and at the Information Statement will time such document becomes effective, comply as to form in all material respects with the requirements provisions of the Exchange Securities Act and the rules and regulations thereunder, except that no representation or warranty is made promulgated by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer DocumentsRegistration Statement to be filed with the Commission by Parent in connection with the transactions contemplated by this Agreement will, at the time the Registration Statement is filed with the Commission, at any time it is amended or supplemented or 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, or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's stockholders ’s stockholders, or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany 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, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of Applicable Law, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, in the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsStatement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Mid Illinois Bancshares Inc), Agreement and Plan of Merger (First Mid Illinois Bancshares Inc), Agreement and Plan of Merger (First Mid Illinois Bancshares Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company CTWS for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is declared 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, in light of the circumstances under which they are made, not misleading or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's each of SJW’s stockholders and CTWS’s shareholders or at the time of the meeting each of the Company's stockholders held to vote on approval SJW Stockholders Meeting and adoption of this Agreementthe CTWS Shareholders 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, in light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act, except that no representation or warranty is made by the Company CTWS with respect to statements made or incorporated by reference therein based on information supplied by Parent SJW or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderAct, except that no representation or warranty is made by the Company CTWS with respect to statements made or incorporated by reference therein based on information supplied by Parent SJW or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 3 contracts
Samples: Amended and Restated (Connecticut Water Service Inc / Ct), Amended and Restated (SJW Group), Agreement and Plan of Merger (SJW Group)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 13E-3 (insofar as it relates to the Company and its Subsidiaries) or the Schedule 14D-9 and will, at the Information Statement are time such document is filed with the SEC SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holdersCompany’s stockholders, orcontain 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, in the case of or (b) the Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to the Company's ’s stockholders or and at the time of the meeting Company Stockholders Meeting, or, if the Company disseminates an Information Statement in lieu of a Proxy Statement in accordance with Section 6.5, the Information Statement will, at the date it is first mailed to the Company's ’s stockholders held to vote and on approval and adoption of this Agreementthe date the Written Consent is effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 13E-3, the Schedule 14D-9 and the Proxy Statement or the Information Statement, as the case may be, will comply in all material respects with the Securities Laws, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information derived from Parent’s public SEC filings or supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD), Agreement and Plan of Merger (Unionbancal Corp), Agreement and Plan of Merger (Mitsubishi Ufj Financial Group Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") Information Statement or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Proxy Statement will, in the case of the Offer --------------------- Documents and Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holdersCompany's stockholders, or, in the case of the Proxy Statement, at the date time the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementStockholders 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, in light of the circumstances under which they are made, not misleading or 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, except that no representation or warranty is made by Parent or Sub in connection with any of the Company foregoing with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Merger Sub in writing any of its representatives specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub in connection with any of the Company foregoing with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Merger Sub in writing any of its representatives specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Dekalb Genetics Corp), Agreement and Plan of Merger (Monsanto Co)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company SJW for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is declared 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, in light of the circumstances under which they are made, not misleading or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's each of SJW’s stockholders and CTWS’s shareholders or at the time of the meeting each of the Company's stockholders held to vote on approval SJW Stockholders Meeting and adoption of this Agreementthe CTWS Shareholders 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, in light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act, except that no representation or warranty is made by the Company SJW with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically CTWS for inclusion or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderAct, except that no representation or warranty is made by the Company SJW with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically CTWS for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 3 contracts
Samples: Amended and Restated (SJW Group), Amended and Restated (Connecticut Water Service Inc / Ct), Agreement and Plan of Merger (SJW Group)
Information Supplied. None of the information supplied or -------------------- to be supplied by the either Group Company for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy registration statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information on Form S-4 to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the First Merger will be registered with the SEC (including any amendments or first publishedsupplements, sent the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary in order to make the holders, orstatements therein, in the case light of the circumstances under which they are made, not misleading or (b) the Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to stockholders of the Company's stockholders or Company and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by . Subject to the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9accuracy of the Registration Statement and the first sentence of Section 5.8, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, except however, that no representation or warranty is made by the either Group Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or the Merger Sub in writing Subs specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Vine Energy Inc.)
Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in the Information Statement/Prospectus shall not, at (i) the Offer Documentstime the Information Statement/Prospectus is declared effective, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and time the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC /Prospectus (or first published, sent any amendment thereof or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement supplement thereto) is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval , and adoption of this Agreement(iii) 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 made therein, in light of the circumstances under which they are were made, not misleading. If, except at anytime prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Information Statement/Prospectus, Parent shall promptly inform the Company in writing. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and in the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsStatement/Prospectus.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Micro Investment LLC), Agreement and Plan of Merger (Micro Therapeutics Inc), Agreement and Plan of Merger (Ev3 Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied in writing by the Company Parent or Merger Sub or any affiliate of Parent for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 13E-3 or the Schedule 14D-9 and will, at the Information Statement are time such document is filed with the SEC SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holdersCompany’s stockholders, orcontain 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, in the case light of the circumstances under which they are made, not misleading, or (b) the Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to the Company's ’s stockholders or and at the time of the meeting Company Stockholders Meeting, or, if the Company disseminates an Information Statement in lieu of a Proxy Statement in accordance with Section 6.5, the Information Statement will, at the date it is first mailed to the Company's ’s stockholders held to vote and on approval and adoption of this Agreementthe date the Written Consent is effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offer Documents and the Schedule 13E-3 (insofar as it relates to Parent or its affiliates) will comply in all material respects with the Securities Laws. Notwithstanding the foregoing, except that no representation or warranty is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference therein in any of the foregoing documents based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mitsubishi Ufj Financial Group Inc), Agreement and Plan of Merger (Unionbancal Corp), Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD)
Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Registration Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Registration Statement are is filed with the SEC SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or first published, sent omit to state any material fact required to be stated therein or given necessary to make the holders, orstatements therein, in the case light of the circumstances under which they are made, not misleading or (b) the Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to the Company's stockholders or Company Stockholders and at the time of the meeting of Company Stockholders (the Company's stockholders held to vote on approval and adoption of this Agreement“Company 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and Act. If at any time prior to the rules and regulations thereunderEffective Time any event relating to the Company or any of its Affiliates should be discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, except that the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to any statements made or incorporated by reference therein based on information supplied in writing by Parent or Merger Sub in writing specifically for inclusion or that is contained (including by incorporation by reference therein or as set forth reference) in any of Parent's SEC Filingsthe foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Marvel Entertainment, Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Registration Statement will, in the case of the Offer --------------------- Documents definitive proxy statement/prospectus included therein (and the Schedule 14D-9 and the Information Statementany amendment or supplement thereto), at the respective times date of mailing of such definitive proxy statement/prospectus (and any amendment or supplement thereto) and at the Offer Documentstime of Industrea Stockholder Meeting, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, orand, in the case of the Proxy Registration Statement, at the date time the Proxy Registration Statement is first mailed to declared effective by the Company's stockholders or SEC, at the time of Industrea Stockholder Meeting and at the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementConcrete 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made . None of the information supplied by the Company expressly for inclusion in any of the filings made by Industrea with the SEC will, at the time filed with 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, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant whatsoever with respect to statements made or incorporated by reference therein based on any information supplied by Parent or Merger Sub the Industrea Parties which is contained in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9the Registration Statement, the Proxy Statement and the Information Statement will comply as to form in all material respects proxy statement/prospectus included therein, or any filings made by Industrea with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsSEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Industrea Acquisition Corp.), Agreement and Plan of Merger
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement time such documents are filed with the SEC or first published, sent or given to holders of Shares, and any time they are amended or supplemented, (ii) the holders, or, registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the case of Merger (the "Form S-4"), at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, or (iii) the Joint Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's stockholders shareholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreement, Company Shareholders Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, including Rule 13e-3 (if applicable, nothing herein being deemed to be an admission that Rule 13e-3 is so applicable), except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, in the Joint Proxy Statement and the Information Statement will comply as to form or contained in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or any Parent Filed SEC Documents incorporated by reference therein based on information supplied by Parent in the Offer Documents, the Form S-4 or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe Joint Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dynamics Corp of America), Amended and Restated Agreement and Plan of Merger (CTS Corp)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy registration statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information on Form S-4 to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or first publishedsupplements, sent the “Registration Statement”) shall contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary in order to make the holders, orstatements therein, in the case light of the circumstances under which they are made, not misleading or (b) the Joint Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to stockholders of the Company's Company and to stockholders or of Parent and at the time of the meeting of Company Stockholders Meeting and the Company's stockholders held to vote on approval and adoption of this AgreementParent 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement and the Information Statement Registration Statement, each to the extent it relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided, except however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Range Resources Corp), Agreement and Plan of Merger (Memorial Resource Development Corp.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Post, Post GP and Post LP in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement will (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementForm S-4, at the respective times time it becomes effective under the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty (b) in the case of the Joint Proxy Statement, at the time such Joint Proxy Statement is made by first mailed to Post’s shareholders or at the Company time of the Post Shareholder 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, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement will (with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9Post, the Proxy Statement its officers and directors and the Information Statement will Post Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no . No representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement that were not supplied by Parent or Merger Sub in writing specifically for inclusion on behalf of Post, Post GP or incorporation by reference therein or as set forth in any of Parent's SEC FilingsPost LP.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Mid America Apartment Communities Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent, U.S. Parent or Merger Sub for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and or the Information StatementStatement will, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holdersCompany’s stockholders, orcontain 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, in the case light of the circumstances under which they were made, not misleading or (ii) the Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to the Company's ’s stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Parent, U.S. Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Merger Sub in writing specifically any of its Representatives for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stanley, Inc.), Agreement and Plan of Merger (Cgi Group Inc)
Information Supplied. No statement, certificate, instrument or other writing furnished or to be furnished by UNUM or any affiliate thereof to Provident pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or -------------------- to be supplied by the Company UNUM for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Joint Proxy Statement is first mailed to the CompanyUNUM's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementUNUM 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company UNUM with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing Provident specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe Joint Proxy Statement.
Appears in 2 contracts
Samples: Merger Agreement (Unum Corp), Merger Agreement (Provident Companies Inc /De/)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information Registration Statement on Form S-4 to be filed with the SEC by the --------------- Company Parent in connection with the Offer pursuant to Rule 14f-1 promulgated under issuance of shares of Parent Common Stock in the Exchange Act Merger (the "Information StatementS-4"), ) will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer DocumentsS-4 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 Schedule 14D-9 statements therein not misleading, and none of the Information Statement are filed with information supplied or to be supplied by the SEC Company and included or first published, sent or given to the holders, or, incorporated by reference in the case of the Proxy Statement, as supplemented if necessary, will, at the date the Proxy Statement is first mailed to stockholders of the Company's stockholders , or at the time of the meeting of such stockholders to be held in connection with the Company's stockholders held to vote on approval and adoption of this AgreementMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, except that no representation any event with respect to the Company or warranty is made any of its Subsidiaries, or with respect to other information supplied by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion in the Proxy Statement or incorporation by reference therein. The Schedule 14D-9S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the Information Statement SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mariner Health Group Inc), Agreement and Plan of Merger (Paragon Health Network Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementRegistration Statement shall, at the respective times time such Registration Statement becomes effective under the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleading, except that or (b) the Joint Proxy Statement, will, at the date it is first mailed to stockholders of the Company and to shareholders of Parent and at the time of the Company Stockholders Meeting and the Parent Shareholders 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, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent Parent, US Holdings, Merger Sub 1 or Merger Sub in writing 2 specifically for inclusion or incorporation by reference therein. The Schedule 14D-9Subject to the accuracy of the first sentence of Section 5.9, the Proxy Registration Statement and the Information Joint Proxy Statement will comply as to form in all material respects with the requirements applicable Canadian Securities Laws and Canadian corporate Laws, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ritchie Bros Auctioneers Inc), Agreement and Plan of Merger and Reorganization (IAA, Inc.)
Information Supplied. None of the information with respect to Acquiror or Merger Sub supplied or -------------------- to be supplied by the Company or on behalf of Acquiror or Merger Sub for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statementwill, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting filing of, at the time of any amendment of or supplement to, and at the time of any publication, distribution or dissemination of, the Schedule 14D-9, and at the time of consummation of the Company's stockholders held to vote on approval and adoption of this AgreementOffer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. At the time of the filing of, except that no representation at the time of any amendment of or warranty is made by supplement to, and at the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9time of first publication, distribution and dissemination of, the Proxy Statement and Offer Documents, the Information Statement Offer Documents (a) will comply as to form in all material respects with the requirements of the Exchange Act and (b) 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 rules statements therein, in the light of the circumstances under which they are made, not misleading. For clarity, the representations and regulations thereunder, except that no representation or warranty is made by the Company with respect warranties in this Section 5.03 will not apply to statements made or omissions included or incorporated by reference therein in the Offer Documents or the Schedule 14D-9 based on upon information supplied to Acquiror by Parent the Company or Merger Sub in writing specifically any of its representatives on behalf of the Company for inclusion or incorporation by reference therein therein, including information quoted directly from the Company SEC Reports, to the extent such information has not been amended or as set forth supplemented in any of Parent's a subsequent Company SEC FilingsReport prior to the date such information is quoted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (News Corp), Agreement and Plan of Merger (Move Inc)
Information Supplied. None of the information supplied relating to the Company, Company LP or -------------------- to be the Company Subsidiaries contained in the Proxy Statement or supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") Statement or (iv) the information any other document to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to any other Governmental Authority in connection with the holders, or, transactions contemplated by this Agreement ( “Other Filings”) will (a) in the case of the Proxy Statement, at the date time of the Proxy Statement mailing thereof or at the time the Company Shareholder Meeting is first mailed to the Company's stockholders be held or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreementany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except or (b) with respect to the Other Filings, at the time of the filing thereof with 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, in light of the circumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with this Agreement, the Mergers or the other transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made by the Company hereunder with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderby, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of to, Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Government Properties Income Trust), Agreement and Plan of Merger (First Potomac Realty Trust)
Information Supplied. (i) None of (A) the Offer Documents or (B) the information supplied or -------------------- to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (i) the Offer DocumentsProxy Statement, (ii) if any, the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information 14D-9 and any other documents to be filed by with the --------------- Company SEC in connection with the Offer pursuant transactions contemplated hereby, including any amendment or supplement to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement")such documents, will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times such documents are filed, and, with respect to the Proxy Statement, if any, and the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or when first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreement, 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 made the statements made therein, in the light of the circumstances under which they are made, not misleadingmisleading or, except that no representation in the case of the Proxy Statement, if any, or warranty is made by any amendment thereof or supplement thereto, at the time of the Company Stockholders Meeting, if any, and 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 made the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to statements made the Offer or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically the solicitation of proxies for inclusion or incorporation by reference thereinthe Company Stockholders Meeting, if any, which shall have become misleading. The Schedule 14D-9, the Proxy Statement and the Information Statement Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and Securities Act and the rules and regulations of the SEC thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rental Service Corp), Agreement and Plan of Merger (Rental Service Corp)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Powertel specifically for inclusion or incorporation by reference in (i) the Offer Documents, Registration Statement or (ii) the Schedule 14D-9, joint proxy statement (iii) if applicabletogether with any amendments or supplements thereto, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) relating to the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Stockholder Meetings will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Registration Statement, at the respective times time it becomes effective, 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 Offer Documentsstatements therein, in light of the Schedule 14D-9 and the Information Statement are filed with the SEC circumstances under which they were made, not misleading, or first published, sent or given to the holders, or, in the case of the Joint Proxy Statement, at the date time of the mailing of the Joint Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementStockholder Meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company . The Registration Statement will comply (with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub Powertel) as to form in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9all material respects with the requirements of the Securities Act, the Proxy Statement and the Information Joint Proxy Statement will comply (with respect to Powertel) as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that Act. Powertel makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on any information supplied by Parent VoiceStream or Merger Sub any other Person who is not an Affiliate of Powertel that is contained in writing specifically for inclusion the Registration Statement or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe Joint Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Powertel Inc /De/), Agreement and Plan of Reorganization (Voicestream Wireless Corp /De)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and or the Information StatementStatement will, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holdersholders of Company Common Stock, orcontain 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, in the case light of the circumstances in which they are made, not misleading, and (ii) the Proxy StatementStatement (if any) will, at the date the Proxy Statement it is first mailed to the Company's stockholders holders of Company Common Stock or at the time of the Company Stockholders Meeting (if such a meeting of the Company's stockholders held to vote on approval and adoption of this Agreementis held), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading or will, except at the time of the Company Stockholders Meeting (if such a meeting is held), omit to state any material fact necessary to correct any statement in any earlier communication from the Company with respect to the solicitation of proxies for the Company Stockholders Meeting that no shall have become false or misleading in any material respect. The Schedule 14D-9, the Information Statement and the Proxy Statement (if any) will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The in the Schedule 14D-9, the Information Statement or the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings(if any).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encysive Pharmaceuticals Inc), Agreement and Plan of Merger (Pfizer Inc)
Information Supplied. None of the information supplied relating to REIT I, any REIT I Subsidiary or -------------------- to be supplied the Advisor, acting in its capacity as REIT I Advisor, contained or incorporated by reference in the Company Proxy Statement or the Form S‑4 or that is provided by REIT I, any REIT I Subsidiary or the Advisor, acting in its capacity as REIT I Advisor, in writing for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be any document filed by the --------------- Company with any other Governmental Authority in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act transactions contemplated by this Agreement will (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, a) in the case of the Proxy Statement, at the date time of the Proxy Statement is first mailed to the Company's stockholders or mailing thereof, at the time of the meeting of Stockholders Meeting, at the Company's stockholders held to vote on approval and adoption of this Agreementtime the Form S‑4 is declared effective or at the Merger 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by (b) in the Company case of the Form S‑4 or with respect to statements made or incorporated any other document to be filed by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects REIT II with the requirements SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with 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, in light of the Exchange Act and the rules and regulations thereundercircumstances under which they are made, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsnot misleading.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MVP REIT, Inc.), Agreement and Plan of Merger (MVP REIT II, Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Northwest for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Delta in connection with the issuance of Delta Common Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 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 or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's Northwest’s stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementNorthwest 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement (other than the portion thereof relating solely to the Delta Stockholders’ Meeting) and the Information Statement Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.1(e), except that no representation or warranty is made by the Company Northwest with respect to information or statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement which were not supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any on behalf of Parent's SEC FilingsNorthwest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northwest Airlines Corp), Agreement and Plan of Merger (Delta Air Lines Inc /De/)
Information Supplied. None of the information supplied or -------------------- required to be supplied by the EarthLink or Combination Company for inclusion or incorporation by reference in (i) the Offer DocumentsRegistration Statement will, at the time the Registration Statement is filed with the SEC, and at any time it is amended or supplemented or 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, in light of the circumstances under which they were made, not misleading, and (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement Proxy Statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy StatementStockholders Meeting, at the date the Proxy Statement is first mailed to the Company's stockholders or and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Stockholders Meeting, 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, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by the Company EarthLink with respect to statements made or incorporated by reference therein contained in or omitted from any of the foregoing documents based on information supplied or required to be supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein. The Schedule 14D-9, All documents that EarthLink is responsible for filing with the Proxy Statement and SEC in connection with the Information Statement transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Exchange Securities Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onemain Com Inc), Agreement and Plan of Merger (Earthlink Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy registration statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information on Form S-4 to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC by Parent pursuant to which shares of Parent Class A Common Stock and the Parent Series E Cumulative Redeemable Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or first publishedsupplements, sent the “Registration Statement”) shall, at the time the Registration Statement is filed with the SEC, at the time of any amendment or given supplement thereof or at the time it is declared effective under the Securities Act, as applicable, 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 holders, orstatements therein, in the case light of the circumstances under which they are made, not misleading or (b) the Proxy StatementStatement shall, at the date the Proxy Statement it is first mailed to the Company's stockholders Company Stockholders and at the time of the Company Stockholders Meeting or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreementany amendment or supplement thereof, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, except however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing Buyer specifically for inclusion or incorporation by reference therein or as set forth in any (ii) not supplied by or on behalf of Parent's SEC Filingsthe Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Benefit Street Partners Realty Trust, Inc.), Agreement and Plan of Merger (Capstead Mortgage Corp)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Parent for inclusion (or incorporation by reference reference) in (i) the Offer Documents, (ii) Registration Statement or the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement"/Prospectus (or any amendment thereof or supplement thereto) or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in on the case of the Offer --------------------- Documents date it is filed and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's stockholders or Target Stockholders and Parent Shareholders and at the time of the meeting of Target Stockholders Meeting and the Company's stockholders held to vote on approval and adoption of this AgreementParent Shareholders 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, in the light of the circumstances under which they are made, not misleading. Parent will cause the Registration Statement and the Joint Proxy Statement/Prospectus and all related filings with the SEC to comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, except that as applicable, and the rules and regulations thereunder applicable thereto as of the dates of such filings or mailings. Notwithstanding the foregoing, no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically Target for inclusion or incorporation by reference therein. The Schedule 14D-9, in the Registration Statement or the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsStatement/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Cornell Companies Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and or the Information StatementStatement will, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holdersCompany’s stockholders, orcontain 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, in the case light of the circumstances under which they were made, not misleading or (ii) the Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to the Company's ’s stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Information Statement and the Information Proxy Statement, at the date such Proxy Statement is first mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent, U.S. Parent or Merger Sub in writing specifically or any of their respective Representatives for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cgi Group Inc), Agreement and Plan of Merger (Stanley, Inc.)
Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement writing relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information Company and Company Subsidiaries to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, contained in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Proxy Statement are filed with the SEC or first published, sent or given to the holders, orOther Filings will not, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's ’s stockholders or and at the time of the meeting Company Stockholders’ Meeting and at the time of any amendment or supplement thereto, and in the case of the Other Filings, at the date it is first mailed to the Company's ’s stockholders held to vote on approval and adoption of this Agreementor at the date it is first filed with 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made (or omitted to be made) by the Company or any Company Subsidiary with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein. The Schedule 14D-9All documents that the Company is responsible for filing with the SEC in connection with the Merger, or the Proxy Statement and the Information Statement other transactions contemplated by this Agreement, will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PRA International), Agreement and Plan of Merger (PRA International)
Information Supplied. None of the information supplied --------------------- or -------------------- to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and or the Information StatementStatement will, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company's stock holders, orcontain 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, in the case light of the circumstances under which they are made, not misleading, or (ii) the Proxy StatementStatement (if required) will, at the date the Proxy Statement it is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany 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, in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schering Berlin Inc), Agreement and Plan of Merger (Diatide Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied in writing by the Company Parent, Sun Global or Merger Sub or any of their affiliates for inclusion or incorporation by reference in (i) the Offer Documents, (iia) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), 13E-3 will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time such document is filed with the Offer DocumentsSEC, at any time it is amended or supplemented or at the Schedule 14D-9 and time it is first published, sent or given to the Information Company’s stockholders, 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, in light of the circumstances under which they are made, not misleading, or (b) the Proxy Statement are will, at the date it (or any amendment or supplement thereto) is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 13E-3 (insofar as it relates to Parent or its affiliates) will comply in all material respects with the Securities Laws. Notwithstanding the foregoing, except that no representation or warranty is made by the Company Parent, Sun Global or Merger Sub with respect to statements made or incorporated by reference therein in any of the foregoing documents based on information supplied by Parent the Company or Merger Sub in writing specifically any Company Subsidiary for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caraco Pharmaceutical Laboratories LTD), Agreement and Plan of Merger (Caraco Pharmaceutical Laboratories LTD)
Information Supplied. None of the information relating to Parent and its affiliates supplied or -------------------- to be supplied in writing by the Company Parent specifically for inclusion in the Proxy Statement or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information any other document to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), transactions contemplated by this Agreement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time filed with the SEC or first published, sent or given to the holders, orany Governmental Authority and in addition, in the case of the Proxy Statement, Statement at the date the Proxy Statement it or any amendment or supplement thereto is first mailed to the Company's stockholders or mailed, and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSpecial 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, in light of the circumstances under which they are were made, not misleading. If at any time prior to the Effective Time, except Parent should become aware of any event relating to Parent or any of its Subsidiaries that is required under applicable Law to be disclosed in an amendment or supplement to the Proxy Statement, Parent shall promptly so inform WPZ and will furnish to WPZ all information relating to such event that is required under applicable Law to be disclosed in an amendment or supplement to the Proxy Statement; provided, however, that no agreement or representation or warranty hereby is made or shall be made by the Company Parent or Merger Subsidiary with respect to statements made information supplied by WPZ in writing expressly for inclusion in the Proxy Statement, or with respect to information derived from the WPZ SEC Reports which is included or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsStatement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transwestern Holdings Lp), Agreement and Plan of Merger (Transwestern Publishing Co LLC)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Black & Xxxxxx for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is declared 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 or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's each of Xxxxxxx’x shareholders and Black & Xxxxxx’x stockholders or at the time of the meeting each of the Company's stockholders held to vote on approval Xxxxxxx Shareholders Meeting and adoption of this Agreementthe Black & Xxxxxx 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Black & Xxxxxx with respect to statements made or incorporated by reference therein based on information supplied by Parent Xxxxxxx or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Black & Decker Corp), Agreement and Plan of Merger (Stanley Works)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or its Representatives specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) S-4 45 Registration Statement or the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), /Prospectus will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information S-4 Registration Statement are filed with is declared effective by the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders holders of Company Common Shares or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Shareholders 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, in light of the circumstances under which they are made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, except that in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any Governmental Agency other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, Parent makes no representation or warranty is made with respect to the information supplied or to be supplied by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically any Affiliate thereof for inclusion or incorporation by reference therein. The Schedule 14D-9, in the S-4 Registration Statement or the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsStatement/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Windrose Medical Properties Trust), Agreement and Plan of Merger (Health Care Reit Inc /De/)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Republic or Merger Sub for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Form S-4 will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer DocumentsForm S-4, or at the Schedule 14D-9 and the Information Statement time any amendments or supplements thereto, are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of it becomes effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleading, except that or (b) the Joint Proxy Statement/Prospectus will, on the date it is first mailed to Republic’s stockholders or at the time of the Republic 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, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Republic and Merger Sub make no representation or warranty is made by the Company with respect to statements made in or incorporated by reference therein omitted from the Form S-4 or the Joint Proxy Statement/Prospectus relating to Allied or its Affiliates based on information supplied by Parent Allied or Merger Sub in writing specifically its Affiliates for inclusion or incorporation by reference therein. The Schedule 14D-9, in the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsforegoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Republic Services Inc), Agreement and Plan of Merger (Allied Waste Industries Inc)
Information Supplied. None Subject to the accuracy of the representations and warranties of Parent set forth in Section 4.9, none of the information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of MLP specifically for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy registration statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information on Form S-4 to be filed with the SEC by the --------------- Company Parent in connection with the Offer pursuant issuance of Parent Units in connection with the Merger (as amended or supplemented from time to Rule 14f-1 promulgated under time, the Exchange Act (the "Information “Registration Statement"), ”) will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer DocumentsRegistration Statement, the Schedule 14D-9 and the Information Statement are or any amendment or supplement thereto, is filed with the SEC or first publishedat the time it becomes effective under the Securities Act, sent contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary in order to make the holders, orstatements made therein, in the case light of the Proxy Statementcircumstances under which they are made, at the date not misleading, and (b) the Proxy Statement will, on the date it is first mailed to the Company's stockholders or Unitholders of MLP, and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementMLP Unitholders 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, except that MLP makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Regency Energy Partners LP), Agreement and Plan of Merger (PVR Partners, L. P.)
Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company Parent Parties for inclusion or incorporation by reference in (i) the Offer Documents, (ii) Form S-4 or the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement"/Prospectus will (a) or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementForm S-4, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy StatementSEC, at the date the Proxy Statement any time such document is first mailed to the Company's stockholders amended or supplemented or at the time of it is declared effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is made by first mailed to the Company’s shareholders or Parent’s stockholders or at the time of the Company Shareholder Meeting or at the Parent Stockholder Meeting or at the time that the Form S-4 is declared effective or at the Company Merger 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, in light of the circumstances under which they are made, not misleading. At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9Parent, the Proxy Statement its directors and officers and the Information Statement will Parent Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, except that no Securities Laws. No representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference therein based on information in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsParent Subsidiary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthpeak Properties, Inc.), Agreement and Plan of Merger (Physicians Realty Trust)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company HealthWatch specifically for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by HealthWatch in connection with the issuance of HealthWatch Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 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 or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement included therein will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the CompanyHealthWatch's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementHealthWatch 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, Form S-4 and the Joint Proxy Statement and the Information Statement included therein will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company HealthWatch with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing Halis specifically for inclusion or incorporation by reference therein in the Form S-4 or as set forth in any of Parent's SEC Filingsthe Joint Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthwatch Inc), Agreement and Plan of Merger (Halis Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Parent, Buyer or Parent Manager for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementRegistration Statement shall, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Registration Statement are is filed with the SEC SEC, at the time of any amendment or first publishedsupplement thereof or at the time it is declared effective under the Securities Act, sent as applicable, contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary in order to make the holders, orstatements therein, in the case light of the circumstances under which they are made, not misleading or (b) the Proxy StatementStatement shall, at the date the Proxy Statement it is first mailed to the Company's stockholders Company Stockholders and at the time of the Company Stockholders Meeting or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreementany amendment or supplement thereof, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Registration Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and the Securities Act and the rules and regulations thereunder; provided, except however, that no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub in writing the Company specifically for inclusion or incorporation by reference therein or as set forth in any (ii) not supplied by or on behalf of Parent and not obtained from or incorporated by reference to the Parent's SEC Filings’s filings with the SEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Benefit Street Partners Realty Trust, Inc.), Agreement and Plan of Merger (Capstead Mortgage Corp)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company in writing specifically for inclusion or incorporation in, and none of the information specifically to be incorporated by reference in in, (ia) the Offer Documents, (iib) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (ivc) the information statement to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), if any, or (d) any proxy statement (the "Proxy Statement") relating to the "Stockholders Meeting" (as defined in Section 6.1(a)), will, in the case of the Offer --------------------- Documents and Documents, the Schedule 14D-9 and the Information Statement, at the respective times that the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holdersCompany's stockholders, or, in the case of the Proxy Statement, at the date time the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementStockholders 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-914D- 9, the Information Statement and the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Image Industries Inc), Agreement and Plan of Merger (New Image Industries Inc)
Information Supplied. None of the information supplied or -------------------- required to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer DocumentsRegistration Statement will, at the time the Registration Statement is filed with the SEC, and at any time it is amended or supplemented or 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, in light of the circumstances under which they were made, not misleading, and (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement Proxy Statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy StatementStockholders Meeting, at the date the Proxy Statement is first mailed to the Company's stockholders or and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Stockholders Meeting, 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, in light of the circumstances under which they are made, not misleading. The Proxy Statement, except that no representation or warranty is made by as it relates to the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9Stockholders Meeting, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein contained in or omitted from any of the foregoing documents based on information supplied or required to be supplied by Parent or Merger Sub in writing specifically EarthLink for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.therein
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Earthlink Inc), Agreement and Plan of Merger (Onemain Com Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Form S-4 will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Statement are Form S-4 is filed with the SEC SEC, at any time it is amended or first publishedsupplemented or at the time it becomes effective under the Securities Act, sent contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary to make the holders, orstatements therein, in the case light of the circumstances under which they are made, not misleading, and none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Joint Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to Parent’s stockholders and the Company's stockholders Company Stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementParent Stockholder Meeting or Company Stockholder 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, in light of the circumstances under which they are made, not misleading. The Form S-4 and Joint Proxy Statement and any other documents filed by Parent with the SEC in connection herewith will comply as to form in all material respects with the requirements of applicable Law, including the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein. The Schedule 14D-9, in the Form S-4 or Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsStatement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bats Global Markets, Inc.), Agreement and Plan of Merger (CBOE Holdings, Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") S-4 Registration Statement or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), any amendment or supplement thereto will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information time such S-4 Registration Statement are or any amendment or supplement thereto is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreementsuch S-4 Registration Statement becomes effective, 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 not misleading or (ii) the Proxy Statement/Prospectus will, at the date of mailing to holders of Company Common Stock and at the time of the Company Stockholders Meeting to be held in connection with the 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 the light of the circumstances under which they are were made, not misleading. When filed, except that no the S-4 Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder. No representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein. The Schedule 14D-9, in the Proxy Statement and Statement/Prospectus or the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsS-4 Registration Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biomimetic Therapeutics, Inc.), Agreement and Plan of Merger (Wright Medical Group Inc)
Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company Parties for inclusion or incorporation by reference in (i) the Offer DocumentsS-4, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") Statement or (iv) the information any other document to be filed by with the --------------- Company SEC or provided to holders of the Units in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act transactions contemplated by this Agreement (the "Information Statement"), will“Other Filings”) will not, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, S-4 at the respective times the Offer Documentstime it becomes effective, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's stockholders Company Shareholders or at the time of the meeting Company Shareholders’ Meeting or at the time of any amendment or supplement thereof, or, in the Company's stockholders held case of any Other Filing at the date it is first mailed to vote on approval and adoption the Company Shareholders or holders of this Agreementinterests in any U.S. Subsidiary or at the date it is first filed with 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, in light of the circumstances under which they are made, not misleading, except that no . No representation or warranty is made (or omitted to be made) by the Company Parties with respect to statements made or incorporated by reference therein based on information supplied by Parent Buyer Parties in connection with the preparation of the S-4, the Proxy Statement or Merger Sub in writing specifically the Other Filings for inclusion or incorporation by reference therein. The Schedule 14D-9All documents that the Company is responsible for filing with the SEC in connection with the Election, the Proxy Statement and Mergers, or the Information Statement other transactions contemplated by this Agreement, will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Archstone Smith Trust)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (i) the Offer DocumentsS-4, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and or the Information Statement are Statement, will, at the time such document is filed with the SEC SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holdersCompany’s stockholders, or, and in the case of the Proxy StatementS-4, at the date time it becomes effective under the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in the light of the circumstances under which they were made, not misleading, or (ii) the Company Proxy Statement will, at the date it is first mailed to the Company Stockholders and at the time of the Company Stockholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The S-4, except that no representation or warranty is made by the Offer Documents, and the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9Proxy Statement, at the date such Company Proxy Statement is first mailed to stockholders and at the Information Statement time of the Company Stockholders Meeting, as applicable, , will comply as to form in all material respects with the requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that Parent and Merger Sub make no representation or warranty is made with respect to any information supplied by the Company with respect to statements made or any of its representatives which is contained or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe Offer Documents and the Company Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (Etrials Worldwide Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Pubco or Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (ia) the Offer Documents, through (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"c), will, in when filed, made available, mailed or distributed, as the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreementmay be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by . None of the Company with respect to statements made or incorporated by reference therein based on information supplied or to be supplied by Parent Pubco or Merger Sub in writing specifically expressly for inclusion or incorporation by reference therein. The Schedule 14D-9in any of the Signing Press Release, the Proxy Statement Signing Filing, the Closing Filing and the Information Statement Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Pubco nor Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies, or any of their respective Affiliates. All documents that Pubco is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Exchange Securities Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsExchange Act.
Appears in 2 contracts
Samples: Business Combination Agreement (ClimateRock), Business Combination Agreement (ClimateRock)
Information Supplied. None of the information relating to Datasea which is supplied or -------------------- to be supplied by the Company Datasea expressly for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed filings with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statementwill, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreementfiling, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except misleading (subject to the qualifications and limitations set forth in the materials provided by Datasea and/or any Datasea Subsidiary or that no representation or warranty is made by included in the Company with respect to statements made or incorporated by reference therein based on SEC filings). None of the information supplied or to be supplied by Parent or Merger Sub Datasea in writing specifically expressly for inclusion or incorporation by reference therein. The Schedule 14D-9in any of the Ancillary Public Disclosures will, at the Proxy Statement and the Information Statement will comply as to form in all material respects time filed with the requirements 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, in light of the Exchange Act circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the rules and regulations thereundermaterials provided by Datasea or that is included in Ancillary Public Disclosures). Notwithstanding the foregoing, except that Datasea makes no representation representation, warranty or warranty is made covenant with respect to any information supplied by the Company for inclusion in any such filings with the SEC or Ancillary Public Disclosures. Datasea has delivered or provided access to the Company all material information, documents and instruments necessary in order for the Company to conduct its due diligence with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub the representations and warranties in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthis Article III.
Appears in 2 contracts
Samples: Share Exchange Agreement (Datasea Inc.), Share Exchange Agreement (Datasea Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent, Merger Sub or Merger LLC for inclusion or incorporation by reference in the Registration Statement or the proxy statement/prospectus included therein relating to the Company Stockholder Meeting (as hereinafter defined) (together with any amendments or supplements thereto, the “Proxy Statement”) will (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Registration Statement, at the respective times time it becomes effective, 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 Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC statements therein not misleading or first published, sent or given to the holders, or, (ii) in the case of the Proxy Statement, at the date time of the mailing of the Proxy Statement is first mailed to the Company's stockholders or and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Stockholder 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, in light of the circumstances under which they are made, not misleading. If, except that no representation or warranty is made by at any time prior to the Company Stockholder Meeting, any event with respect to statements made Parent, its officers and directors or incorporated by reference therein based on information supplied by Parent or Merger Sub any of its Subsidiaries shall occur which is required to be described in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the Information SEC and, as required by Law, disseminated to the stockholders of the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the requirements provisions of the Securities Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsAct.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Churchill Downs Inc), Agreement and Plan of Merger (Youbet Com Inc)
Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.9, none of the information supplied (or -------------------- to be supplied supplied) in writing by or on behalf of the Company Partnership, the General Partner and the Managing GP specifically for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy registration statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information on Form S-4 to be filed with the SEC by the --------------- Company Parent in connection with the Offer pursuant issuance of Parent Shares in connection with the Merger (as amended or supplemented from time to Rule 14f-1 promulgated under time, the Exchange Act (the "Information “Registration Statement"), ”) will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer DocumentsRegistration Statement, the Schedule 14D-9 and the Information Statement are or any amendment or supplement thereto, is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of it becomes effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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 (b) the Joint Proxy Statement will, on the date it is first mailed to Limited Partners and the Parent Stockholders, and at the time of the Partnership Unitholder Meeting and the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act and Act, as applicable. Notwithstanding the rules and regulations thereunderforegoing, except that the Partnership makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Archrock, Inc.), Agreement and Plan of Merger (Archrock Partners, L.P.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementRegistration Statement shall, at the respective times time such Registration Statement becomes effective under the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleading, except that or (b) the Joint Proxy Statement, will, at the date it is first mailed to stockholders of the Company and to shareholders of Parent and at the time of the Company Stockholders Meeting and the Parent Shareholders 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, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing the Company specifically for inclusion or incorporation by reference therein. The Schedule 14D-9Subject to the accuracy of the first sentence of Section 4.8, the Joint Proxy Statement and the Information Registration Statement will comply as to form in all material respects with the requirements applicable Canadian Securities Laws and Canadian corporate Laws, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ritchie Bros Auctioneers Inc), Agreement and Plan of Merger and Reorganization (IAA, Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of ParentGuarantor's (as defined in Section 9.1) SEC Filingspublicly available filings with the SEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Multicare Companies Inc), Agreement and Plan of Merger (Genesis Eldercare Acquisition Corp)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Green Signing Parties for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Registration Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Registration Statement are is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or and at the time of it becomes effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleading, except that no representation and (b) the Combined Consent Statement/Prospectus will, at the time the Combined Consent Statement/Prospectus is mailed to stockholders of Sailfish and at the time of the Sailfish Stockholder Meeting, contain any untrue statement of a material fact or warranty is made omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The portions of the Combined Consent Statement/Prospectus supplied by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement Green Signing Parties will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no . No representation or warranty is made by the Company any Green Signing Party with respect to statements made or incorporated by reference therein based on information supplied by Parent Sailfish or Merger Sub in writing the Sailfish Subsidiaries specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe Combined Consent Statement/Prospectus.
Appears in 2 contracts
Samples: Transaction Agreement (SAILFISH ENERGY HOLDINGS Corp), Transaction Agreement (Stone Energy Corp)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are 13E-3 to be filed with the SEC concurrently with the filing of the Proxy Statement (the "Schedule 13E-3") or first published, sent or given to the holders, orOffer Documents (as hereinafter defined) will, in the case of the Proxy Statement, at on the date the Proxy Statement it is first mailed to the Company's stockholders or at the time holders of the meeting Company Common Stock or on the date (the "Meeting Date") of the Company's stockholders held related Special Meeting, in the case of the Schedule 13E-3, on the date that it is filed with the SEC, or in the case of the Offer Documents, on the date first mailed to vote the holders of the Senior Subordinated Notes (as hereinafter defined) or on approval and adoption of this Agreementthe date that Senior Subordinated Notes are accepted for payment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form, except that in all material respects, with the applicable provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on the information supplied or to be supplied by or on behalf of Parent or Merger Sub in writing Acquisition specifically for inclusion or incorporation by reference therein. The Schedule 14D-9in the Proxy Statement, the Proxy Statement and Schedule 13E-3 or the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsOffer Documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EGL Holding CO), Agreement and Plan of Merger (Select Medical Corp)
Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company for inclusion in the registration statement on Form S-4 or incorporation any amendment or supplement thereto pursuant to which shares of UCU Common Stock issuable in the Merger will be registered with the SEC (the "Registration Statement") shall not at the time the Registration Statement is declared effective by reference 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 (i) order to make the Offer Documentsstatements therein, (ii) in light of the Schedule 14D-9circumstances under which they were made, (iii) if applicable, not misleading. The information to be supplied by the Company for inclusion in the proxy statement relating to the adoption of this agreement by the Company's stockholders statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") or (iv) the information to be filed by sent to the --------------- stockholders of the Company in connection with their meeting to consider this Agreement and the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act Merger (the "Information StatementCompany Stockholders' Meeting")) shall not, will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at on the date the Proxy Statement is first mailed to the Company's stockholders of the Company or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany 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, in light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Utilicorp United Inc), Agreement and Plan of Merger (Empire District Electric Co)
Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementForm S-4, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC SEC, at any time such document is amended or first publishedsupplemented or at the time it is declared effective under the Securities Act, sent contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary in order to make the holdersstatements therein not misleading, or, or (b) in the case of the Proxy Statement, at on the date the such Proxy Statement is first mailed to the Company's stockholders ’s shareholders or at the time of the meeting of Company Shareholder Meeting, or at the Company's stockholders held to vote on approval and adoption of this Agreementtime that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, except that no to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference therein based on information supplied by Parent in the Form S-4 or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and to the Information Statement will comply as extent based upon information supplied to form in all material respects with the requirements Company by or on behalf of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsPark Parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Park Hotels & Resorts Inc.), Agreement and Plan of Merger (Chesapeake Lodging Trust)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company such person for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and or the Information StatementProxy Statement (if applicable) will, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement date such documents are filed with the SEC or first published, sent or given delivered to the holders, Company Stockholders or, in unless promptly corrected, at any time during the case pendency of the Proxy Statement, at Initial Offer or the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreement, Subsequent Offer 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. Neither the Schedule 14D-1, except that at the date such document is first published, sent or delivered to the Company Stockholders or, unless promptly corrected, at any time during the pendency of the Initial Offer or the Subsequent Offer, nor the Proxy Statement (if applicable) at the date such document is first published, sent or delivered to Company Stockholders or, unless promptly corrected, at any time during the pendency of the Stockholder's Meeting, will 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 were made, not misleading. The Schedule 14D-1 will comply as to form and substance in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company such person with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Showpower Inc), Agreement and Plan of Merger (General Electric Co)
Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company in writing expressly for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy registration statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information on Form S-4 to be filed by the --------------- Company Parent in connection with the Offer pursuant to Rule 14f-1 promulgated under issuance of Parent Common Stock in the Exchange Act Merger (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement“Form S-4”) will not, at the respective times time the Offer Documents, Form S-4 is declared effective by the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically expressly for inclusion or incorporation by reference therein. The Schedule 14D-9information supplied or to be supplied by the Company in writing expressly for inclusion in the proxy statement relating to the Company Stockholders’ Meeting included in the Form S-4 (the “Proxy Statement/Prospectus”) will not, at the time the Proxy Statement and Statement/Prospectus is first mailed to the Information Statement will comply as to form in all material respects with the requirements stockholders of the Exchange Act Company and at the rules and regulations thereundertime of the Company 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically expressly for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dollar Tree Inc), Agreement and Plan of Merger (Family Dollar Stores Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company Parties for inclusion or incorporation by reference in (i) the Offer Documents, (ii) Form S-4 or the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement"/Prospectus will (a) or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementForm S-4, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy StatementSEC, at the date the Proxy Statement any time such document is first mailed to the Company's stockholders amended or supplemented or at the time of it is declared effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is made by first mailed to the Company’s shareholders or Parent’s stockholders or at the time of the Company Shareholder Meeting or at the Parent Stockholder Meeting or at the time that the Form S-4 is declared effective or at the Company Merger 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, in light of the circumstances under which they are made, not misleading. At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9the Company, the Proxy Statement its trustees and officers and the Information Statement will Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, except that no Securities Laws. No representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference therein based on information in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by Parent or Merger Sub in writing specifically for inclusion on behalf of the Company or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe Partnership.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthpeak Properties, Inc.), Agreement and Plan of Merger (Physicians Realty Trust)
Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company expressly for inclusion or incorporation by reference in (i) the Offer Documents, Documents (ii) the Schedule 14D-9, (iii) if applicableand any amendment thereof or supplement thereto), the proxy statement relating to the adoption of this agreement by the Company's stockholders Registration Statement (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with including the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act Prospectus) (the "Information Statement"and any amendment thereof or supplement thereto), willshall not, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are when filed with the SEC SEC, when distributed or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed disseminated to the Company's stockholders or ’s stockholders, and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementExpiration 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 made therein, in the light of the circumstances under which they are were made, not misleading. The Schedule 14D-9 (and any amendment thereof or supplement thereto) shall comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act, except that no Regulation M-A and any other applicable federal securities Laws and shall not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration 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 made therein, in the light of the circumstances under which they were made, not misleading. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or the Merger Sub Subs in writing specifically for inclusion or incorporation by reference therein. The in the Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (RhythmOne PLC), Agreement and Plan of Merger and Reorganization (YuMe Inc)
Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company Asterias for inclusion or incorporation by reference in (i) the Offer DocumentsJoint Proxy Statement and the Registration Statement will not, (iia) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Registration Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Registration Statement are is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy StatementSEC, at the date the Proxy Statement any time it is first mailed to the Company's stockholders amended or supplemented or at the time of it is declared effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities Act, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading and (b) in the case of the Joint Proxy Statement, as of the date the Joint Proxy Statement is first mailed to the stockholders of Asterias and the shareholders of BioTime, and at the time of the Asterias Special Meeting and the BioTime Special 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, in light of the circumstances under which they were made, not false or misleading. Notwithstanding the foregoing sentence, except that Asterias makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on any information supplied by Parent or BioTime, Merger Sub in writing specifically or any of their Representatives for inclusion or incorporation by reference thereinin any of the foregoing documents. The Schedule 14D-9, information supplied by Asterias for inclusion in the Joint Proxy Statement and the Information Registration Statement will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asterias Biotherapeutics, Inc.), Agreement and Plan of Merger (Biotime Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Form S-4 will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Statement are Form S-4 is filed with the SEC SEC, at any time it is amended or first publishedsupplemented or at the time it becomes effective under the Securities Act, sent contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary to make the holders, orstatements therein, in the case light of the circumstances under which they are made, not misleading or (b) the Joint Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to the Company's ’s stockholders and the date it is first mailed to Parent’s stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Stockholder Meeting or Parent Stockholder 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, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and any other documents filed by the Company with the SEC in connection herewith will comply as to form in all material respects with the requirements of applicable Law, including the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent Parent, Merger Sub I or Merger Sub in writing specifically II for inclusion or incorporation by reference therein. The Schedule 14D-9, in the Form S-4 or Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsStatement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teledyne Technologies Inc), Agreement and Plan of Merger (Flir Systems Inc)
Information Supplied. None of the The information supplied or -------------------- to be -------------------- supplied by the Company NRLP or its Subsidiaries for inclusion or incorporation by reference in (ia) the Offer DocumentsForm S-4 will not, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, either at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Statement are Form S-4 is filed with the SEC or first publishedat the time it becomes effective under the Securities Act, sent contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary to make the holders, or, in the case of statements therein not misleading or (b) the Proxy Statement, including any amendments and supplements thereto, will not, either at the date the Proxy Statement is first mailed to the Company's stockholders unitholders or at the time of the meeting of unitholders of NRLP to be held in connection with the Company's stockholders held to vote on approval transactions contemplated by this Agreement and adoption of this Agreementthe Merger Agreements, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement Form S-4 will each comply as to form in all material respects with all applicable laws, including the requirements provisions of the Exchange Securities Act and the rules and regulations thereunderExchange Act, except that no representation or warranty is made by the Company NRLP with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically Newco and ART for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (American Realty Trust Inc), Agreement and Plan of Reorganization (National Realty L P)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Realty Income for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 or the Form 10 will, at the time the applicable Form 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, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement"/Prospectus (as defined below) or (iv) will, at the information date of mailing to stockholders and at the times of the meetings of stockholders to be filed by the --------------- Company held in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (iii) the OfficeCo Distribution Prospectus will, at the date of effectiveness of the Form 10 and of mailing to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement Statement/Prospectus and the Information Statement OfficeCo Distribution Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, except that no representation or warranty is made by the Company Realty Income with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically VEREIT for inclusion or incorporation by reference therein in the Joint Proxy Statement/Prospectus or as set forth in any of Parent's SEC FilingsOfficeCo Distribution Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Realty Income Corp), Agreement and Plan of Merger (VEREIT Operating Partnership, L.P.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Sarg or Merger Sub for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy registration statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information on Form S-4 to be filed with the SEC by the --------------- Company Sarg in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act Merger (the "Information Statement"), “Form S-4”) will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Statement are Form S-4 is filed with the SEC SEC, and at any time it is amended or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders supplemented or at the time of it becomes effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, or (ii) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to each of the holders of Cardinal Common Stock and Sarg Common Stock and at the time of each of the Cardinal Shareholders Meeting and Sarg Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under in which they are made, not misleading, misleading (except that no representation or warranty is made by the Company with respect Sarg or Merger Sub to such portions thereof that relate expressly to Cardinal or any of its Subsidiaries or to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically on behalf of Cardinal for inclusion or incorporation by reference therein). The Schedule 14D-9, the Form S-4 and Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Securities Act or Exchange Act Act, as applicable, and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsother applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Strayer Education Inc), Agreement and Plan of Merger (Capella Education Co)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Biovail or Merger Sub for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is declared 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 or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's each of Biovail’s stockholders and Valeant’s stockholders or at the time of the meeting each of the Company's stockholders held to vote on approval Biovail Stockholders Meeting and adoption of this Agreementthe Valeant 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, in light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Biovail or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically Valeant for inclusion or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderthereunder and the requirements of the CBCA and applicable Canadian Securities Laws, except that no representation or warranty is made by the Company Biovail with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically Valeant for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BIOVAIL Corp), Agreement and Plan of Merger (Valeant Pharmaceuticals International)
Information Supplied. None of the information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of WPZ specifically for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy registration statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information on Form S-4 to be filed with the SEC by Parent with respect to the --------------- Company issuance of shares of Parent Common Stock in connection with the Offer pursuant Merger (as amended or supplemented from time to Rule 14f-1 promulgated under time, the Exchange Act (the "Information “Registration Statement"), ”) will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer DocumentsRegistration Statement, the Schedule 14D-9 and the Information Statement are or any amendment or supplement thereto, is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of it becomes effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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 made therein, in light of the circumstances under which they are made, not misleading, except that and (b) the proxy statement filed by Parent with the SEC in connection with the Parent Stockholder Approval (the “Parent Proxy Statement”) will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder 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 made therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, WPZ makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Williams Partners L.P.), Agreement and Plan of Merger (Williams Companies Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Parent, Merger Sub or Merger LLC for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Registration Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Registration Statement are is filed with the SEC SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or first published, sent omit to state any material fact required to be stated therein or given necessary to make the holders, orstatements therein, in the case light of the circumstances under which they are made, not misleading or (b) the Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to the Company's stockholders or Company Stockholders and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Registration Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and Act. If at any time prior to the rules and regulations thereunderEffective Time any event relating to Parent or any of its Affiliates should be discovered by Parent which is required to be set forth in an amendment to the Registration Statement, except that Parent shall promptly inform the Company. Notwithstanding the foregoing, Parent makes no representation or warranty is made by the Company with respect to any statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or by the Company that is contained (including by incorporation by reference therein or as set forth reference) in any of Parent's SEC Filingsthe foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Marvel Entertainment, Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company such person for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and or the Information StatementProxy Statement (if applicable) will, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement date such documents are filed with the SEC or first published, sent or given delivered to the holders, Company Stockholders or, in unless promptly corrected, at any time during the case pendency of the Proxy Statement, at Initial Offer or the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreement, Subsequent Offer 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. Neither the Schedule TO, except that at the date such document is first published, sent or delivered to the Company Stockholders or, unless promptly corrected, at any time during the pendency of the Initial Offer or the Subsequent Offer, nor the Proxy Statement (if applicable) at the date such document is first published, sent or delivered to Company Stockholders or, unless promptly corrected, at any time during the pendency of the Stockholder's Meeting, will 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 were made, not misleading. The Schedule 14D-1 will comply as to form and substance in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company such person with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harland John H Co), Agreement and Plan of Merger (Cfi Proservices Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information documents required to be filed by the --------------- Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement, including the Schedule 14D-9 (including the Schedule 14D-9 Amendment) and the Merger Information Statement (if required) and any amendments or supplements thereto (collectively, the “Company Disclosure Documents”), at the date it is filed with the SEC, at the date it is distributed or otherwise disseminated to Company stockholders and at the time of the consummation of the Offer pursuant to Rule 14f-1 promulgated under (in the Exchange Act (case of any Company Disclosure Document other than the "Merger Information Statement"), will, ) or at the date it is first mailed to holders of Company Common Stock (in the case of the Offer --------------------- Documents Merger Information Statement and any amendment or supplement thereto, if applicable) (other than as to information supplied in writing by Parent or Merger Sub, expressly for inclusion therein, including with respect to the Schedule 14D-9 and the King Nominee Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given as to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement which no representation is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreement, made) will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by . The Company will cause each of the Company with respect Disclosure Documents to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act applicable thereto and any other applicable Law as of the rules and regulations thereunderdate of such filing and, except that no representation if applicable, at the time of distribution or warranty is made by other dissemination to the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsCompany’s stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpharma Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer DocumentsS-4, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and or the Information Statement are Statement, will, at the time such document is filed with the SEC SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) the Company Proxy Statement will, at the date it is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Information Statement and the Information Company Proxy Statement, at the date such Company Proxy Statement is first mailed to stockholders and at the time of the Company Stockholders Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that the Company makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on any information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation any of their respective representatives which is contained or incorporated by reference therein in the Schedule 14D-9, the Information Statement or as set forth in any of Parent's SEC Filingsthe Company Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Etrials Worldwide Inc.), Agreement and Plan of Merger (Merge Healthcare Inc)
Information Supplied. None of the information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of RRMS specifically for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy registration statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information on Form S-4 to be filed with the SEC by Parent with respect to the --------------- Company issuance of shares of Parent Common Stock in connection with the Offer pursuant Merger (as amended or supplemented from time to Rule 14f-1 promulgated under time, the Exchange Act (the "Information “Registration Statement"), ”) will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer DocumentsRegistration Statement, the Schedule 14D-9 and the Information Statement are or any amendment or supplement thereto, is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of it becomes effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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 made therein, in light of the circumstances under which they are made, not misleading, except that and (b) the proxy statement filed by Parent with the SEC in connection with the Parent Stock Issuance Approval (the “Parent Proxy Statement”) will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder 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 made therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, RRMS makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SemGroup Corp), Agreement and Plan of Merger
Information Supplied. None Neither the Schedule 14D-9, nor any of the information supplied or -------------------- to be supplied by the Company or its Subsidiaries or representatives for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Documents will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement any such documents or any amendments or supplements thereto are filed with the SEC or SEC, are first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreementstockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company Proxy Statement will not, except that no at the time the Company Proxy Statement is first mailed to the Company's stockholders or, at the time of the Company 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, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Company Proxy Statement will comply as to form in all material respects with the requirements of all applicable laws, including the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing Subsidiary specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gaylord Container Corp /De/), Agreement and Plan of Merger (Temple Inland Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Form S-4 will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Statement are Form S-4 is filed with the SEC SEC, and at any time it is amended or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders supplemented or at the time of it becomes effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, and (ii) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under in which they are made, not misleading, misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company with respect or any Company Subsidiaries or to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically on behalf of the Company for inclusion or incorporation by reference therein). The Schedule 14D-9, the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Apogent for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Fxxxxx in connection with the issuance of Fxxxxx Common Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 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 or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's stockholders Apogent’s shareholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementApogent Shareholders’ 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement and the Information Statement Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.1(e), except that no representation or warranty is made by the Company Apogent with respect to information or statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement which were not supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any on behalf of Parent's SEC FilingsApogent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apogent Technologies Inc), Agreement and Plan of Merger (Fisher Scientific International Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Parent or any of its Subsidiaries for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Form N-14 will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Statement are Form N-14 is filed with the SEC SEC, and at any time it is amended or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders supplemented or at the time of it becomes effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleadingmisleading and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or Acquisition Sub regarding such portions thereof that relate expressly to the Company with respect or any of its Subsidiaries or Parent External Adviser, or to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company or, if applicable, Parent or Merger Sub in writing specifically External Adviser, for inclusion or incorporation by reference therein). The Schedule 14D-9, the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ares Capital Corp), Agreement and Plan of Merger (American Capital, LTD)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's stockholders or Parent's stockholders or at the time of the meeting of Company Stockholders Meeting or the Company's stockholders held to vote on approval and adoption of this AgreementParent 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, in light of the circumstances under which they are made, not misleading, except that no . The portions of the Joint Proxy Statement supplied by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, in the Form S-4 or the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsStatement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp /De), Agreement and Plan of Merger (Westport Resources Corp /Nv/)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent for inclusion or incorporation by reference in (iA) the Offer Documents, (ii) registration statement on Form S-4 with respect to issuance of Parent Ordinary Shares in the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders Merger (the "Proxy StatementForm S-4") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Statement are Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act or (B) the SEC or first published, sent or given to proxy materials which shall constitute the holders, or, in the case of the Company Proxy Statement/Prospectus (such proxy statement/prospectus, at and any amendments thereto, the "Company Proxy Statement/Prospectus") will, on the date the Proxy Statement it is first mailed to the Company's stockholders shareholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Shareholders 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, in light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by . The Form S-4 and the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing provisions of this Section 3.1(e), except that no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein in the Form S-4 or the Company Proxy Statement/Prospectus based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Castlewood Holdings LTD), Agreement and Plan of Merger (Enstar Group Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company Parent Parties for inclusion or incorporation by reference in (i) the Offer Documents, (ii) Form S-4 or the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement"/Prospectus will (a) or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementForm S-4, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy StatementSEC, at the date the Proxy Statement any time such document is first mailed to the Company's stockholders amended or supplemented or at the time of it is declared effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is made by first mailed to the Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholder Meeting or the Parent Stockholder Meeting or at the time that the Form S-4 is declared effective or at the Company Merger 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, in light of the circumstances under which they are made, not misleading. At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9Parent, the Proxy Statement its directors and officers and the Information Statement will Parent Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, except that no any Securities Laws. No representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference therein based on information in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsParties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DUKE REALTY LTD PARTNERSHIP/), Agreement and Plan of Merger (Prologis, L.P.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) the Offer Documents, Registration Statement on Form S-4 of Parent (ii) the Schedule 14D-9, (iii) if applicabletogether with any amendments or supplements thereto, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement"“Form S-4”) or (iv) the information to be filed with the SEC by the --------------- Company Parent in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case issuance of the Offer --------------------- Documents and Parent Common Stock in or as a result of the Schedule 14D-9 and the Information StatementMerger will, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Statement are Form S-4 is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or and at the time of the meeting of Form S-4 becomes effective under the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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 made therein, in light of the circumstances under which they are were made, not misleading; and (ii) the Joint Proxy Statement/Prospectus will, except that at the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of the 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to statements made any information provided by or incorporated required to be provided by reference therein based on information supplied by Parent or Parent, Merger Sub in writing and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for inclusion use in the Form S-4 or incorporation by reference therein. The Schedule 14D-9, the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsStatement/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priceline Com Inc), Agreement and Plan of Merger (KAYAK Software Corp)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicablethe Information Statement, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by Proxy Statement or (v) the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Form S-4 will, in the case of the Offer --------------------- Documents and Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreementstockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or, in the case of the Form S-4, at the time it becomes effective under the Securities Act, or, in the case of the Proxy Statement, if any, at the time the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, be false or misleading with respect to 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 the light of the circumstances under which they are made, not misleading or 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, except that no representation or warranty is made by Parent or Sub in connection with any of the Company foregoing with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Merger Sub in writing any of its representatives specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderAct, except that no representation or warranty is made by Parent or Sub in connection with any of the Company foregoing with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Merger Sub in writing any of its representatives specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (ia) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy registration statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information on Form S-4 to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC by Parent pursuant to which shares of Parent Class A Common Stock issuable in the Merger will be registered with the SEC (including any amendments or first publishedsupplements, sent the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary in order to make the holders, orstatements therein, in the case light of the circumstances under which they are made, not misleading or (b) the Joint Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to stockholders of the Company's Company and to stockholders or of Parent and at the time of the meeting of Company Stockholders Meeting and the Company's stockholders held to vote on approval and adoption of this AgreementParent 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by . Subject to the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9accuracy of the first sentence of Section 5.8, the Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations thereunder; provided, except however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parsley Energy, Inc.), Agreement and Plan of Merger (Jagged Peak Energy Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (ia) Parent’s registration statement on Form S-4 (the “Registration Statement”) will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and (b) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the joint proxy statement relating to the adoption meetings of this agreement by the Company's ’s stockholders (the "Proxy Statement") or (iv) the information and Parent’s stockholders to be filed by the --------------- Company held in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act Merger (the "Information Statement"), “Proxy/Prospectus”) will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement Proxy/Prospectus is first mailed to stockholders of the Company's stockholders Company or Parent or at the time of the meeting of stockholders of the Company's stockholders Company or Parent to be held to vote on approval and adoption of this Agreementin connection with the 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 therein, in light of the circumstances under which they are made, not misleading, except that no . The portions of the Proxy/Prospectus supplied by the Company will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information regarding Parent or Merger Sub incorporated by reference in the Proxy/Prospectus or supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, in the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsProxy/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baker Hughes Inc), Agreement and Plan of Merger (Halliburton Co)
Information Supplied. None of the information supplied or -------------------- with respect to be supplied by the Company Parent and its Subsidiaries that Parent supplies for inclusion or incorporation by reference in (i) the Offer DocumentsForm S 4 will, at the time the Form S-4 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, in light of the circumstances under which they are made, not misleading, or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), /Prospectus will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed or made available to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval ’s shareholders and adoption of this AgreementParent’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that that, in any case, no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference thereinon behalf of the Company. The Schedule 14D-9, the Proxy Statement Form S-4 and the Information Statement Joint Proxy Statement/Prospectus will comply comply, with respect to information regarding Parent and its Subsidiaries, as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, except that no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein in the Form S-4 or the Joint Proxy Statement/Prospectus, as set forth in any of Parent's SEC Filingsapplicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Weingarten Realty Investors /Tx/), Agreement and Plan of Merger (Kimco Realty Corp)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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, in light of the circumstances under which they are made, not misleading or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Joint Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), Statement will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to the Company's ’s stockholders and the date it is first mailed to Parent’s stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Stockholder Meeting or Parent Stockholder 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, in light of the circumstances under which they are made, not misleading. The Form S-4 and Joint Proxy Statement and any other documents filed by Parent with the SEC in connection herewith will comply as to form in all material respects with the requirements of applicable Law, including the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein. The Schedule 14D-9, in the Form S-4 or Joint Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsStatement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Teledyne Technologies Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance (the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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, or (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), /Prospectus will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement it is first mailed to each of the Company's ’s stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Stockholder 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe Proxy Statement/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ashland Inc.), Agreement and Plan of Merger (Hercules Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent, Merger Sub or any of their respective Affiliates in writing specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy StatementStatement will, at the date the Proxy Statement it is first mailed filed, mailed, distributed or disseminated to the Company's stockholders ’s shareholders or at the time of filing of any amendment or supplement thereto and at the meeting time of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Shareholders 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, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Parent, except that no Merger Sub or any of their respective Affiliates in writing specifically for inclusion or incorporation by reference in the Schedule 13E-3 (or any amendment thereof or supplement thereto) will, at the date it is first filed, mailed, distributed or disseminated with the SEC or at the time of filing of any amendment or supplement thereto and at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation or warranty is made by the Company Parent, Merger Sub or any of their respective Affiliates in this Section 4.04 or otherwise with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Merger Sub in writing specifically its Affiliates for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Myovant Sciences Ltd.), Agreement and Plan of Merger (Myovant Sciences Ltd.)
Information Supplied. None of the information supplied relating to STAR or -------------------- to be supplied any STAR Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by STAR or any STAR Subsidiary in writing for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be any document filed by the --------------- Company with any other Governmental Authority in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act transactions contemplated by this Agreement will (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, a) in the case of the Proxy Statement, at the date time of the Proxy Statement is first mailed to the Company's stockholders or mailing thereof, at the time of the meeting of Stockholders Meeting, at the Company's stockholders held to vote on approval and adoption of this Agreementtime the Form S-4 is declared effective or at the Merger 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, in light of the circumstances under which they are made, not misleading, except or (b) in the case of the Form S-4 or with respect to any other document to be filed by STAR with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with 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, in light of the circumstances under which they are made, not misleading. All documents that STAR is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to STAR, its officers, directors and partners and the STAR Subsidiaries (or other information supplied by or on behalf of STAR or any STAR Subsidiaries for inclusion therein) will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made by the Company with respect as to statements made or incorporated by reference therein based by or on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements behalf of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsSTAR III Parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steadfast Apartment REIT III, Inc.), Agreement and Plan of Merger (Steadfast Apartment REIT, Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company Parties for inclusion or incorporation by reference in (i) the Offer Documents, (ii) Form S-4 or the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement"/Prospectus will (a) or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementForm S-4, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy StatementSEC, at the date the Proxy Statement any time such document is first mailed to the Company's stockholders amended or supplemented or at the time of it is declared effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is made by first mailed to the Company’s shareholders or at the time of the Company Shareholders Meeting, or at the time that the Form S-4 is declared effective or at the Company Merger Effective Time or the Topco Merger 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, in light of the circumstances under which they are made, not misleading. At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9the Company, the Proxy Statement New Liberty Holdco, their officers and trustees and the Information Statement will Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, except that no Securities Laws. No representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference therein based on information in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by Parent or Merger Sub in writing specifically for inclusion on behalf of the Company, New Liberty Holdco or incorporation by reference therein or as set forth in any of Parent's SEC Filingsthe Partnership.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Property Limited Partnership), Agreement and Plan of Merger (Prologis, L.P.)
Information Supplied. The Registration Statement, and any amendments or supplements thereto, when filed will comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Registration Statement or any amendment or supplement thereto becomes effective, the Registration Statement, as amended or supplemented, 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 (in the case of any prospectus included as part of the Registration Statement, in light of the circumstances under which they were made), not misleading. None of the information supplied or -------------------- to be supplied by the Company Armada for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement or any amendment or supplement thereto will (except to the extent revised or superseded by amendments or supplements contemplated hereby), on the date it is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementMesa, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by the Company Armada with respect to statements made included or incorporated by reference therein in the Registration Statement or Proxy Statement based on information supplied by Parent Mesa or Merger Sub its Subsidiaries or any of their respective representatives or advisors in writing specifically for inclusion use or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Asset Purchase Agreement and Plan of Reorganization (Armada Oil, Inc.), Asset Purchase Agreement and Plan of Reorganization (Mesa Energy Holdings, Inc.)
Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company BioTime and Merger Sub for inclusion or incorporation by reference in (i) the Offer DocumentsJoint Proxy Statement and the Registration Statement will not, (iia) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Registration Statement, at the respective times time the Offer Documents, the Schedule 14D-9 and the Information Registration Statement are is filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy StatementSEC, at the date the Proxy Statement any time it is first mailed to the Company's stockholders amended or supplemented or at the time of it is declared effective under the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities Act, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading and (b) in the case of the Joint Proxy Statement, as of the date the Joint Proxy Statement is first mailed to the shareholders of BioTime and the stockholders of Asterias, and at the time of the BioTime Special Meeting and the Asterias Special 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, in light of the circumstances under which they were made, not false or misleading. Notwithstanding the foregoing sentence, except that BioTime and Merger Sub make no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on any information supplied by Parent Asterias or Merger Sub in writing specifically any of its Representatives for inclusion or incorporation by reference thereinin any of the foregoing documents. The Schedule 14D-9, information supplied by BioTime for inclusion in the Joint Proxy Statement and the Information Registration Statement will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asterias Biotherapeutics, Inc.), Agreement and Plan of Merger (Biotime Inc)
Information Supplied. None of the information supplied relating to STAR III or -------------------- to be supplied any STAR III Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by STAR III or any STAR III Subsidiary in writing for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be any document filed by the --------------- Company with any other Governmental Authority in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act transactions contemplated by this Agreement will (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, a) in the case of the Proxy Statement, at the date time of the Proxy Statement is first mailed to the Company's stockholders or mailing thereof, at the time of the meeting of Stockholders Meeting, at the Company's stockholders held to vote on approval and adoption of this Agreementtime the Form S-4 is declared effective or at the Merger 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, in light of the circumstances under which they are made, not misleading, except or (b) in the case of the Form S-4 or with respect to any other document to be filed by STAR III with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with 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, in light of the circumstances under which they are made, not misleading. All documents that STAR III is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to STAR III, its officers, directors and partners and the STAR III Subsidiaries (or other information supplied by or on behalf of STAR III or any STAR III Subsidiaries for inclusion therein) will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made by the Company with respect as to statements made or incorporated by reference therein based by or on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements behalf of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC FilingsSTAR Parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steadfast Apartment REIT III, Inc.), Agreement and Plan of Merger (Steadfast Apartment REIT, Inc.)
Information Supplied. None of the information supplied by or -------------------- to be supplied by the Company on behalf of Target for inclusion (or incorporation by reference in (ireference) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementRegistration Statement will, at the respective times time the Offer Documents, Registration Statement becomes effective under the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by . None of the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically on behalf of Target for inclusion (or incorporation by reference therein. The Schedule 14D-9reference) in the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) will, on the Proxy Statement date it is filed and the Information Statement date it is first mailed to Target Stockholders and Parent Shareholders and at the time of the Target Stockholders Meeting and Parent Shareholders 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, in the light of the circumstances under which they are made, not misleading. Target will cause the Joint Proxy Statement/Prospectus and all related filings with the SEC to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderthereunder applicable thereto as of the dates of such filings or mailings. Notwithstanding the foregoing, except that no representation or warranty is made by the Company Target with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein in the Registration Statement or as set forth in any of Parent's SEC Filingsthe Joint Proxy Statement/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Cornell Companies Inc)
Information Supplied. None of the information supplied or -------------------- to be supplied provided by the Company for inclusion or incorporation by reference in (ia) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Series B Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 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 or (iib) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders Stockholders’ Meeting (the "“Proxy Statement"”) or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statementwill not, at the date the Proxy Statement it is first mailed to the Company's ’s stockholders or and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementStockholders’ 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, in light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by . The Proxy Statement and the Company Form S-4 (solely with respect to statements made or incorporated by reference therein the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, with respect to which no representation is made by the Proxy Statement and the Information Statement Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information in the Form S-4 or the Proxy Statement that were not supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any on behalf of Parent's SEC Filingsthe Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, Documents (iiand any amendment or supplement thereto) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are when filed with the SEC SEC, when distributed or first publisheddisseminated to holders of Company Shares, sent or given to the holders, or, in the case of the Proxy Statement, and at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementExpiration Date, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading, misleading (except that no representation or warranty is made by the Company with respect to such portions of the Offer Documents that relate solely to Parent and its Subsidiaries, including Merger Sub, or to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein). The Schedule 14D-9, the Proxy Statement and the Information Statement 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and other applicable Law, and will not, when filed with the rules and regulations thereunderSEC, when distributed or disseminated to the Company’s stockholders or at the Expiration Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Company with respect to such portions of the Schedule 14D-9 that relate solely to Parent and its Subsidiaries, including Merger Sub, or to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Science 37 Holdings, Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or Sub expressly for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and Amendment or the Information StatementStatement will, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holdersCompany's shareholders, orcontain 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, in the case of or (ii) the Proxy StatementStatement will, at the date the Proxy Statement it is first mailed to the Company's stockholders shareholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementCompany Shareholders 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Proxy Statement and the Information Statement Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that and the Offer shall comply in all material respects with the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically the Company for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 1 contract
Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company Parent, Holdco LLC or Merger Sub for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information StatementForm S-4 Registration Statement will, at the respective times time the Offer Documents, Form S-4 Registration Statement becomes effective under the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by . None of the Company with respect to statements made or incorporated by reference therein based on information supplied or to be supplied by Parent or on behalf of the Parent, Holdco LLC or Merger Sub in writing specifically for inclusion in the Combined Consent Statement/Prospectus will, at the time the Combined Consent Statement/Prospectus is mailed to the stockholders of the Company, contain any untrue statement of a material fact or incorporation by reference omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Schedule 14D-9, the Proxy Statement Combined Consent Statement/Prospectus and the Information Form S-4 Registration Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, except that no representation or warranty is made by the Company Parent, Holdco LLC or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Merger Sub in writing specifically any of its Subsidiaries for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filingstherein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Select Energy Services, Inc.)
Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement")S-3, will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are time such document is filed with the SEC SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holdersCompany’s stockholders, or, and in the case of the Proxy StatementS-3, at the date time it becomes effective under the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this AgreementSecurities 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, in the light of the circumstances under which they were made, not misleading, or (ii) the Company Proxy Statement will, at the date it is first mailed to the Company Shareholders and at the time of the Special Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9S-3, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that Parent and Merger Sub make no representation or warranty is made with respect to any information supplied by the Company with respect to statements made or any of its representatives which is contained or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any the Information Statement. Agreement and Plan of Parent's SEC Filings.Merger
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merge Healthcare Inc)
