Common use of Required Information Clause in Contracts

Required Information. In connection with the preparation of the Transaction Form 8-K, Information Statement and Press Release, and for such other reasonable purposes, Company and Buyer each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders (including the directors of Buyer to be elected effective as of the Closing pursuant to Section 6.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company and Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 3 contracts

Samples: Share Exchange Agreement (Sunningdale, Inc.), Share Exchange Agreement (Sunningdale, Inc.), Share Exchange Agreement (Micro Interconnect Technology Inc)

AutoNDA by SimpleDocs

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement Statement, and Press Release, and for such other reasonable purposes, each of the Company and Buyer each Parent shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Buyer Parent to be elected effective as of the Closing pursuant to Section 6.3 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Buyer or any of their respective Subsidiaries Parent to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 3 contracts

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

Required Information. In connection with the preparation of the Transaction Form 8-K, Information Statement and Press Release, and for such other reasonable purposes, Company and Buyer each Party shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors of Buyer FPM to be elected effective as of the Closing pursuant to Section 6.3 hereof6.1 hereof any officers appointed by such directors thereafter) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company each Party and Buyer or any of their respective Subsidiaries FPM to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

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

Required Information. In connection with the preparation of the Transaction Form 8-K, the 14f-1 Information Statement and the Press Release, and for such other reasonable purposes, Company the Affiliated Companies and Buyer Qorus each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Buyer Qorus to be elected effective as of the Closing pursuant to Section 6.3 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company the Affiliated Companies and Buyer Qorus or any of their respective Subsidiaries subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

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

Required Information. In connection with the preparation of the Transaction Form 8-K, the 14f-1 Information Statement and Press Release, and for such other reasonable purposes, Company and Buyer each Party shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective Subsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Buyer PHI to be elected effective as of the Closing pursuant to Section 6.3 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transactiontransactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Company and Buyer or any of their respective Subsidiaries each Party to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated herebyby this Agreement. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Merger Agreement (Phototron Holdings, Inc.)

Required Information. In connection with the preparation of the Transaction Signing Form 8-K, Information Statement the Closing Form 8-K, the Signing Press Release and the Closing Press Release, or any other statement, filing, notice or application made by or on behalf of the Purchaser and/or the Company to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement, and for such other reasonable purposes, the Company and Buyer the Purchaser each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders (including the directors of Buyer the Purchaser and the Company to be elected effective as of the Closing pursuant to Section 6.3 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company and Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated herebyby this Agreement. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Logistics Acquisition CORP)

Required Information. In connection with the preparation of the Transaction Form 8-K, Information Statement K and Press Release, and for such other reasonable purposes, Company the Affiliated Companies and Buyer Boundless each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Buyer Boundless to be elected effective as of the Closing pursuant to Section 6.3 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company the Affiliated Companies and Buyer Boundless or any of their respective Subsidiaries subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Boundless Corp)

Required Information. In connection with the preparation of the Transaction Proxy Statement, Form 8-K, Information Statement K and Press Release, and for such other reasonable purposes, Company Seller and Buyer each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders (including the directors of Buyer to be elected effective as of the Closing pursuant to Section 6.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the TransactionAcquisition (including, with respect to the Company and Seller, delivery by Seller of audited consolidated financial statements for the fiscal years ended December 31, 2005, December 31, 2006, and December 31, 2007 of the Company and its Subsidiaries), or any other statement, filing, notice or application made by or on behalf of Company Seller and Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction Acquisition and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

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

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement Statement, and Press Release, and for such other reasonable purposes, Company and Buyer Chiste each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders Members (including the directors and officers of Buyer Chiste to be elected effective as of the Closing pursuant to Section 6.3 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company and Buyer Chiste or any of their respective Subsidiaries subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Chiste Corp)

Required Information. In connection with the preparation of the Transaction Signing Form 8-K, Information Statement Closing 8-K Form 8-K and Press Release, or any other statement, filing, notice or application made by or on behalf of Parent and/or the Company to any third party and/or any Governmental Entity in connection with the Business Combination or the other transactions contemplated hereby, and for such other reasonable purposes, the Company and Buyer Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders (including the directors of Buyer Parent and the Company to be elected effective as of the Closing pursuant to Section 6.3 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company and Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated herebyBusiness Combination. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

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

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement Statement, and Press Release, and for such other reasonable purposes, Company and Buyer Marine each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders Members (including the directors and officers of Buyer Marine to be elected effective as of the Closing pursuant to Section 6.3 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company and Buyer Marine or any of their respective Subsidiaries subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Marine Jet Technology Corp)

Required Information. In connection with the preparation of the Transaction Form 8-K, K and 14f-1 Information Statement and Press ReleaseStatement, and for such other reasonable purposes, Company each of DPEC and Buyer each Mercari shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders, and stockholders members (including the directors of Buyer Mercari to be elected effective as of the Closing pursuant to Section 6.3 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the TransactionTransactions, or any other statement, filing, notice or application made by or on behalf of Company each of DPEC and Buyer or any of their respective Subsidiaries Mercari to any third party and/or any Governmental Entity in connection with the Transaction Transactions and the other transactions contemplated hereby. Each party warrants and represents to the other party parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mercari Communications Group LTD)

AutoNDA by SimpleDocs

Required Information. In connection with the preparation of the Transaction Form 8-K, Information Statement and Press Release, and for such other reasonable purposes, Company and Buyer each Party shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors of Buyer EXCALIBER to be elected effective as of the Closing pursuant to Section 6.3 hereof6.1 hereof any officers appointed by such directors thereafter) and such other matters as may be reasonably necessary or advisable in connection with the TransactionMerger, or any other statement, filing, notice or application made by or on behalf of Company each Party and Buyer or any of their respective Subsidiaries EXCALIBER to any third party and/or any Governmental Entity in connection with the Transaction Merger and the other transactions contemplated hereby. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

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

Required Information. In connection with the preparation of the OTC Equity Issuer Notification Form, the Transaction Form 8-K, the 14f-1 Information Statement and Press Release, and for such other reasonable purposes, Company and Buyer each Party shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective Subsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Buyer CLG to be elected effective as of the Closing pursuant to Section 6.3 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company and Buyer or any of their respective Subsidiaries each Party to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated herebyby this Agreement. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

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

Required Information. In connection with the preparation of the Transaction Signing Form 8-K, Information Statement Closing Form 8-K and Press Release, or any other statement, filing, notice or application made by or on behalf of Parent and/or the Company to any third party and/or any Governmental Entity in connection with the Business Combination or the other transactions contemplated hereby, and for such other reasonable purposes, the Company and Buyer Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders (including the directors of Buyer Parent and the Company to be elected effective as of the Closing pursuant to Section 6.3 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company and Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated herebyBusiness Combination. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

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

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement Statement, and Press Release, and for such other reasonable purposes, each Company and Buyer each Century shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Buyer Century to be elected effective as of the Closing pursuant to Section 6.3 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each Company and Buyer or any of their respective Subsidiaries Century to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Century Pacific Financial Corp)

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement Statement, and Press Release, and for such other reasonable purposes, the Company and Buyer Eugene each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers and stockholders shareholders (including the directors and officers of Buyer the Company to be elected effective as of the Closing pursuant to Section 6.3 SECTION 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of the Company and Buyer Eugene or any of their respective Subsidiaries subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Ezcomm Inc)

Required Information. In connection with the preparation of the Transaction Form 8-K, 14f-1 Information Statement Statement, and Press Release, and for such other reasonable purposes, Company VMdirect and Buyer each Qorus shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Buyer Qorus to be elected effective as of the Closing pursuant to Section 6.3 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of Company VMdirect and Buyer or any of their respective Subsidiaries Qorus to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Exchange Agreement (Qorus Com Inc)

Required Information. In connection with the preparation of the Transaction Form 8-K, Information Statement K and Press Release, and for such other reasonable purposes, each of the Company and Buyer each Parent shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiariessubsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Buyer Parent to be elected effective as of the Closing pursuant to Section 6.3 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Buyer or any of their respective Subsidiaries Parent to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

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

Time is Money Join Law Insider Premium to draft better contracts faster.