Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 4 contracts
Samples: Merger Agreement (Bankrate, Inc.), Merger Agreement (Bankrate Inc), Merger Agreement (BEN Holdings, Inc.)
Disclosure Documents. (ai) The information with respect to Parent and any of its Subsidiaries subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain contain, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (iA) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, Statement at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders the stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (iiB) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof.
(bii) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminatedfiled, will comply as to form in all material respects with the applicable requirements of the Exchange Act andand will not at the time of the filing thereof, at the time of such filing, at the time of such any distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided , PROVIDED, that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 4 contracts
Samples: Merger Agreement (Computer Associates International Inc), Merger Agreement (Computer Management Sciences Inc), Merger Agreement (Computer Associates International Inc)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, TO and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act andand the rules and regulations thereunder and all other applicable Laws.
(b) The Schedule TO and the Offer Documents, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided .
(c) The information with respect to the Parent and any of its Subsidiaries that the Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document shall not (i) in the case of the Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Company Stockholders, as of the Special Meeting or at the Effective Time and (ii) in the case of any Company Disclosure Document (other than the Proxy Statement), at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto, at the time of any distribution or dissemination thereof and at the consummation of the 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 the light of the circumstances under which they were made, not misleading.
(d) The representations and warranties contained in this Section 5.3(b) 5.4 will not apply to statements or omissions included in the Schedule TO and or the Offer Documents based upon information furnished to the Parent or the Purchaser in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 3 contracts
Samples: Merger Agreement (COV Delaware Corp), Merger Agreement (Ev3 Inc.), Merger Agreement (Covidien PLC)
Disclosure Documents. (a) The information with respect to supplied by or on behalf of either Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically or Sub expressly for use inclusion or incorporation by reference in any Company Disclosure Document Document, Offer Document, Schedule TO or Schedule 14D‑9, including any amendments thereof and supplements thereto, and statements made in such documents based on such information supplied by or on behalf of either Parent or Sub, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, if any, to be filed with the SEC in connection with the Merger, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval and adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, Offer Document, Schedule TO or Schedule 14D‑9, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereto, Offer Document, Schedule TO or Schedule 14D‑9 and at the time of any distribution or dissemination thereofthereof and at the Acceptance Date.
(b) The Schedule TO, when amended and filed, and the Offer Documents, when distributed or disseminateddisseminated in accordance with this Agreement, did comply and will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and the MBCA and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub in writing by the Company specifically expressly for use inclusion or incorporation by reference therein.
Appears in 3 contracts
Samples: Merger Agreement (Mueller Industries Inc), Merger Agreement (Tecumseh Products Co), Merger Agreement (Tecumseh Products Co)
Disclosure Documents. (a) The information with respect to Parent Royalty Pharma and any of its Subsidiaries Affiliates that Parent Royalty Pharma furnishes to the Company in writing specifically for use inclusion or incorporation by reference in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filedamended and filed in accordance with this Agreement, and the Offer Documents, when distributed or disseminateddisseminated in accordance with this Agreement, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Royalty Pharma or Merger Subsidiary in writing to Parent or Merger Sub by the Company specifically for use inclusion or incorporation by reference therein.
Appears in 3 contracts
Samples: Merger Agreement (RP Management, LLC), Merger Agreement (Ramius Value & Opportunity LLC), Merger Agreement (Cypress Bioscience Inc)
Disclosure Documents. (a) The information with respect to Parent Buyer and any of its Subsidiaries subsidiaries and Merger Subsidiary that Parent furnishes Buyer and Merger Subsidiary furnish to the Company in writing specifically for use in any Company Disclosure Offer Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, Statement (as supplemented or amended, if applicable, defined in Section 6.02 herein) at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and Company, at the time such shareholders the stockholders vote on approval adoption of the Merger this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Offer Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof.
(b) . The Schedule TO13E-3, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act andAct. The Schedule 13E-3 will not at the time of the filing thereof, at the time of such filing, at the time of such any distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided PROVIDED that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Buyer or Merger Subsidiary in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 3 contracts
Samples: Merger Agreement (Hilite Mergeco Inc), Merger Agreement (Maher Donald M), Merger Agreement (Hilite Industries Inc)
Disclosure Documents. (a) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.06(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and any of its Subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein.
(b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (imisleading. The representations and warranties contained in this Section 5.06(b) do not apply to statements or omissions included in the case Offer Documents based upon information furnished to Parent by the Company specifically for use therein.
(c) None of the Company Proxy Statement, as supplemented information with respect to Parent or amended, if applicable, at the time such Company Proxy Statement Merger Subsidiary or any amendment of their respective Subsidiaries or supplement thereto is first mailed Affiliates that Parent furnishes to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) specifically for use in the case of any Company Disclosure Document other than the Company Proxy StatementDocuments, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereof, at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time consummation of such distribution or dissemination the Offer and at the time such stockholders vote on adoption of consummation of the Offer, this Agreement will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 3 contracts
Samples: Merger Agreement (Forest Oil Corp), Merger Agreement (Wiser Oil Co), Merger Agreement (Wiser Oil Co)
Disclosure Documents. (a) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.6(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and any of its Subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein.
(b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (imisleading. The representations and warranties contained in this Section 5.6(b) do not apply to statements or omissions included in the case Offer Documents based upon information furnished to Parent by the Company specifically for use therein.
(c) None of the Company Proxy Statement, as supplemented information with respect to Parent or amended, if applicable, at the time such Company Proxy Statement Merger Subsidiary or any amendment of their respective Subsidiaries or supplement thereto is first mailed Affiliates that Parent furnishes to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) specifically for use in the case of any Company Disclosure Document other than the Company Proxy StatementDocuments, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereof, at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time consummation of such distribution or dissemination the Offer and at the time such stockholders vote on adoption of consummation of the Offer, this Agreement will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 3 contracts
Samples: Merger Agreement (Eos Petro, Inc.), Merger Agreement (Dune Energy Inc), Merger Agreement (Parallel Petroleum Corp)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TOOffer Documents, when filed, and the Offer Documents, when distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filingthe filing thereof, at the time of such any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary by the Company specifically for use thereinCompany.
Appears in 3 contracts
Samples: Merger Agreement (Gibson Greetings Inc), Agreement and Plan of Merger (Gibson Greetings Inc), Merger Agreement (American Greetings Corp)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereto, at the time of any distribution or dissemination thereofthereof and at the time of the consummation of the Offer.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary by the Company specifically for use therein.
Appears in 3 contracts
Samples: Merger Agreement (Peoplesoft Inc), Merger Agreement (Oracle Corp /De/), Merger Agreement (Oracle Corp /De/)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 3 contracts
Samples: Merger Agreement (Kla Tencor Corp), Merger Agreement (Therma Wave Inc), Merger Agreement (Industri Matematik International Corp)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Each Company Disclosure Document will not contain any untrue statement of a when filed, distributed or disseminated, as applicable, shall comply as to form in all material fact or omit to state any material fact necessary in order to make respects with the statements made therein, in the light applicable requirements of the circumstances under which they were made, not misleading Exchange Act and the rules and regulations thereunder and all other applicable Laws.
(i) in the case of the Company The Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company Stockholders and at the time such shareholders vote on approval of the Merger and at the Effective Time, Special Meeting and (ii) in the case of any Company Disclosure Document (other than the Company Proxy Statement), at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact that is necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
(bc) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to the Parent in writing specifically for use in the Schedule TO, when filed, TO and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with at the applicable requirements time of the Exchange Act andfiling of the Schedule TO, at the time of such filing, at the time of such any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact that is 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; provided that the .
(d) The representations and warranties contained in this Section 5.3(b) 4.21 will not apply to statements or omissions included in the Schedule TO and the Offer Company Disclosure Documents based upon information furnished to the Company in writing to by the Parent or Merger Sub by the Company Purchaser specifically for use therein.
Appears in 3 contracts
Samples: Merger Agreement (COV Delaware Corp), Merger Agreement (Covidien PLC), Merger Agreement (Ev3 Inc.)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form and substance in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Stellent Inc), Merger Agreement (Oracle Corp)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to shareholders of the Company Stockholders and at the time such shareholders vote on approval of the Merger meeting of Company Stockholders to consider this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) 6.7 will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Sutron Corp), Merger Agreement (Iris International Inc)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Merger Proxy Statement, as supplemented or amended, if applicable, at the time such Company Merger Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Merger Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TOOffer Documents, when filed, and the Offer Documents, when distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filingthe filing thereof, at the time of such any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Brunswick Technologies Inc), Merger Agreement (Compagnie De Saint Gobain)
Disclosure Documents. (ai) The information with respect to Parent Parent, Merger Sub and any of its Subsidiaries other affiliates that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableany, at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and Company, at the time such shareholders the stockholders vote on approval adoption of the Merger this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereof, at the time of any distribution thereof and, except as subsequently amended or dissemination thereofsupplemented, throughout the remaining pendency of the Offer.
(bii) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act andand will not, at the time of such filingthe filing thereof, at the time of such any distribution thereof and, except as subsequently amended or dissemination and at supplemented, throughout the time of consummation remaining pendency of the Offer, will not Offer 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 made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply no representation is made by Parent or Merger Sub with respect to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub in writing by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Associated Materials Inc), Merger Agreement (AMH Holdings, Inc.)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to shareholders of the Company Stockholders and at the time such shareholders vote on approval of the Merger meeting of Company Stockholders to consider this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) 6.8 will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Southwall Technologies Inc /De/), Merger Agreement (Solutia Inc)
Disclosure Documents. (a) The Schedule 14D-9 when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act.
(b) The Schedule 14D-9, at the time of filing, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(c) The information with respect to Parent and the Company or any of its Subsidiaries that Parent furnishes to the Company furnishes, or causes to be furnished, to Parent or Purchaser in writing specifically for use in the Schedule TO and the amended Offer Documents, at the time of the filing of the Schedule TO, at the time of any Company Disclosure Document distribution or dissemination of the amended Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereofmisleading.
(bd) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will 4.21 do not apply to statements or omissions included in the Schedule TO and the Offer Documents 14D-9 based upon information furnished or caused to be furnished to the Company in writing to by Parent or Merger Sub by the Company Purchaser specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Mens Wearhouse Inc), Merger Agreement (Bank Jos a Clothiers Inc /De/)
Disclosure Documents. (a) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 4.05(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and any of its Subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein.
(b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (imisleading. The representations and warranties contained in this Section 4.05(b) do not apply to statements or omissions included in the case Offer Documents based upon information furnished to Parent by the Company specifically for use therein.
(c) None of the Company Proxy Statement, as supplemented information with respect to Parent or amended, if applicable, at the time such Company Proxy Statement Merger Subsidiary or any amendment of their respective Subsidiaries or supplement thereto is first mailed Affiliates that Parent furnishes to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) for use in the case of any Company Disclosure Document other than the Company Proxy StatementDocuments, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereof, at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time consummation of such distribution or dissemination the Offer and at the time such stockholders vote on adoption of consummation of the Offer, this Agreement will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Prima Energy Corp), Merger Agreement (Prima Energy Corp)
Disclosure Documents. (ai) The information with respect to Parent and any of its Subsidiaries subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (iA) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, Statement at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and Company, at the time such shareholders the stockholders vote on approval adoption of the Merger this Agreement and at the Effective Time, and (iiB) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof.
(bii) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminatedfiled, will comply as to form in all material respects with the applicable requirements of the Exchange Act andand will not at the time of the filing thereof, at the time of such filing, at the time of such any distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided , provided, that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Sheridan Energy Inc), Merger Agreement (Calpine Corp)
Disclosure Documents. (a) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.05(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and any of its Subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein.
(b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (imisleading. The representations and warranties contained in this Section 5.05(b) do not apply to statements or omissions included in the case Offer Documents based upon information furnished to Parent by the Company specifically for use therein.
(c) None of the Company Proxy Statement, as supplemented information with respect to Parent or amended, if applicable, at the time such Company Proxy Statement Merger Subsidiary or any amendment of their respective Subsidiaries or supplement thereto is first mailed Affiliates that Parent furnishes to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) for use in the case of any Company Disclosure Document other than the Company Proxy StatementDocuments, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereof, at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time consummation of such distribution or dissemination the Offer and at the time such stockholders vote on adoption of consummation of the Offer, this Agreement will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encana Corp), Merger Agreement (Brown Tom Inc /De)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TOOffer Documents, when filed, and the Offer Documents, when distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filingthe filing thereof, at the time of such any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Sodexho Marriott Services Inc), Merger Agreement (Sodexho Alliance S A)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereofthereof and at the consummation of the Offer.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form and substance in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Hyperion Solutions Corp), Merger Agreement (Oracle Corp)
Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement, including the Schedule 14D-9, the Schedule 13E-3 and any amendments or supplements thereto (collectively, the “Company Disclosure Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its Subsidiaries that Parent furnishes to the Exchange Act.
(b) Any Company in writing specifically for use in any Disclosure Document, at the time of the filing of such Company Disclosure Document or any amendment or supplement thereto and the time of such distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading.
(ic) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use (or incorporation by reference) in the case of Schedule TO and the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementOffer Documents, at the time of the filing of such Company Disclosure Document the Schedule TO or any amendment or supplement or amendment thereto and thereto, at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and of the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the .
(d) The representations and warranties contained in this Section 5.3(b) 5.09 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and Offer Documents or the Offer Company Disclosure Documents based upon information furnished in writing supplied to Parent or Merger Sub by the Company or on its behalf specifically for use or incorporation by reference therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sonic Financial Corp), Merger Agreement (Speedway Motorsports Inc)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes supplies to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filingfiling or the filing of any amendment or supplement thereto, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not 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 made therein, in the light of the circumstances under which they were made, not misleading; provided that the . The representations and warranties contained in this Section 5.3(b) 5.5 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents based upon information furnished in writing supplied to Parent or Merger Sub by the Company or any of its representatives or advisors specifically for use or incorporation by reference therein.
Appears in 2 contracts
Samples: Merger Agreement (Emergent Group Inc/Ny), Merger Agreement (Universal Hospital Services Inc)
Disclosure Documents. (a) The information with respect to Parent and or any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders the stockholders of the Company and at the time such shareholders stockholders vote on approval of the Merger and at the Effective TimeMerger, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act 1934 Act, and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations and warranties contained in this Section 5.3(b) 6.5 will not apply to statements or omissions included in the Schedule TO and and/or the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary by the Company or its Subsidiaries specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Catapult Communications Corp), Merger Agreement (Ixia)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TOOffer Documents, when filed, and the Offer Documents, when distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filingthe filing thereof, at the time of such any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Gn Great Nordic LTD), Merger Agreement (Fcy Acquisition Corp)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form and substance in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation expiration of the OfferOffer (as it may be extended hereunder), will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Blue Coat Systems Inc), Merger Agreement (Packeteer Inc)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b6.05(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (CVS Caremark Corp), Merger Agreement (Longs Drug Stores Corp)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval adoption of the Merger this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto with the SEC and at the time of any distribution or dissemination thereofthereof to the Company's shareholders.
(b) The Schedule TOOffer Documents, when filed, and the Offer Documents, when distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filingthe filing thereof, at the time of such any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Comshare Inc), Merger Agreement (Comshare Inc)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to shareholders of the Company Stockholders and at the time such shareholders vote on approval of the Merger meeting of Company Stockholders to consider this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) 6.7 will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub in writing by the Company specifically for use specifically therein.
Appears in 1 contract
Samples: Merger Agreement (Health Grades Inc)
Disclosure Documents. (a) The None of the information supplied with respect to Parent Purchaser or Merger Sub or to be supplied by Purchaser, Merger Sub or any Affiliate thereof expressly for inclusion in the Company Proxy Statement to be mailed to the Company’s stockholders in connection with the Company Stockholder Meeting, and any of its Subsidiaries that Parent furnishes documents to be filed by Purchaser, Merger Sub or any Affiliate thereof with any Governmental Entity in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Company in writing specifically for use in Proxy Statement, when first mailed to the Company’s stockholders, be false or misleading with respect to any Company Disclosure Document will not 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 made thereintherein not misleading, in the light of the circumstances under which they were madeor, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment thereof or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statementthereto, at the time of the filing of such Company Disclosure Document Stockholder Meeting, be false or misleading with respect to any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TOmaterial fact, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements made therein, in solicitation of any proxy for the light of the circumstances under which they were made, not misleading; provided that the Company Stockholder Meeting.
(b) The representations and warranties contained in this Section 5.3(b5.03(a) will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents Company Proxy Statement or any documents to be filed by Purchaser, Merger Sub or any Affiliate thereof with any Governmental Entity based upon information furnished in writing to Parent or Merger Sub supplied by the Company Company, the Bank or any of their respective Representatives specifically for use or incorporation by reference therein.
Appears in 1 contract
Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement, including the Schedule 14D-9, and any amendments or supplements thereto (collectively, the “Company Disclosure Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its Subsidiaries that Parent furnishes to the Exchange Act.
(b) Any Company in writing specifically for use in any Disclosure Document, at the time of the filing of such Company Disclosure Document or any amendment or supplement thereto and the time of such distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading.
(ic) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use (or incorporation by reference) in the case of Schedule TO and the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementOffer Documents, at the time of the filing of such Company Disclosure Document the Schedule TO or any amendment or supplement or amendment thereto and thereto, at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and of the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the .
(d) The representations and warranties contained in this Section 5.3(b) Section 3.11 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and TO, the Offer Documents or the Schedule 14D-9 based upon information furnished in writing supplied to the Company by Parent or Merger Sub by the Company or on their behalf specifically for use or incorporation by reference therein.
Appears in 1 contract
Disclosure Documents. (a) The information Each document required to be filed by the Company with respect to Parent the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Exchange Act.
(b) The Company Disclosure Document Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.11 will not apply to statements included in, or omissions from, the Company Disclosure Documents based upon information furnished to the Company by or on behalf of Parent or Acquisition Sub or any Affiliate of Parent or Acquisition Sub or known to Parent or Acquisition Sub but not known to the Company.
(ic) The information with respect to the Company or any of the Company’s Subsidiaries that the Company furnishes to Parent or Acquisition Sub expressly for use in the case of Schedule TO and the Company Proxy Statement, as supplemented or amended, if applicableOffer Documents, at the time such Company Proxy Statement information is or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offerwas provided, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (McCormick & Schmicks Seafood Restaurants Inc.)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders the stockholders of the Company and at the time such shareholders stockholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act 1934 Act, and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) 6.05 will not apply to statements or omissions included in the Schedule TO and and/or the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company or its Subsidiaries specifically for use therein.
Appears in 1 contract
Disclosure Documents. (a) The information Each document required to be filed by the Company with respect to Parent the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Exchange Act.
(b) The Company Disclosure Document Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) misleading. The representations and warranties contained in this Section 5.10 will not apply to statements or omissions included in the case Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub specifically for use therein.
(c) The information with respect to the Company or any of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of Subsidiaries that the Company and at the time such shareholders vote on approval of the furnishes to Parent or Merger and at the Effective Time, and (ii) Sub in writing specifically for use in the case of any Company Disclosure Document other than Schedule TO and the Company Proxy StatementOffer Documents, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and the Schedule TO, at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and of the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 1 contract
Samples: Merger Agreement (Zymogenetics Inc)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, TO and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act andand the rules and regulations thereunder and all other applicable Laws.
(b) The Schedule TO and the Offer Documents, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided .
(c) The information with respect to the Parent and the Purchaser that the Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document shall not (i) in the case of the Proxy Statement, as supplemented and amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Company Stockholders, as of the Special Meeting or at the Effective Time and (ii) in the case of any Company Disclosure Document (other than the Proxy Statement), at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto, at the time of any distribution or dissemination thereof and at the consummation of the 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 the light of the circumstances under which they were made, not misleading.
(d) The representations and warranties contained in this Section 5.3(b) 5.4 will not apply to statements or omissions included in the Schedule TO and or the Offer Documents based upon information furnished to the Parent or the Purchaser in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 1 contract
Samples: Merger Agreement (Epolin Inc /Nj/)
Disclosure Documents. (a) The information with -------------------- respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TOOffer Documents, when filed, and the Offer Documents, when distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filingthe filing thereof, at the time of such any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary by the Company specifically for use therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dimension Data Holdings PLC)
Disclosure Documents. (ai) The information with respect to Parent and any of its Subsidiaries subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain contain, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (iA) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, Statement at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders the stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (iiB) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereof and at the time of any distribution or dissemination thereof.
(bii) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminatedfiled, will comply as to form in all material respects with the applicable requirements of the Exchange Act andand will not at the time of the filing thereof, at the time of such filing, at the time of such any distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided , provided, that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 1 contract
Disclosure Documents. (a) Each of the Offer Documents when filed with the SEC, first distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.05(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and any of its Subsidiaries that Parent furnishes to by the Company in writing specifically for use in any Company Disclosure Document therein.
(b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of first distribution or dissemination thereof and at the time of the consummation of the Offer will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (imisleading. The representations and warranties contained in this Section 5.05(b) do not apply to statements or omissions included in the case Offer Documents based upon information furnished to Parent by the Company specifically for use therein.
(c) None of the Company Proxy Statement, as supplemented information with respect to Parent or amended, if applicable, at the time such Company Proxy Statement Merger Sub or any amendment of their respective Subsidiaries or supplement thereto is first mailed Affiliates that Parent furnishes to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) for use in the case of any Company Disclosure Document other than the Company Proxy StatementDocuments, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereof, at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time consummation of such distribution or dissemination the Offer and at the time such shareholders vote to approve the Plan of consummation of the Offer, Merger will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 1 contract
Samples: Merger Agreement (Supervalu Inc)
Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9 and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any 1934 Act.
(b) Each Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementDocument, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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 were made, not misleading.
(bc) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO, when filed, TO and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with at the applicable requirements time of the Exchange Act andfiling of the Schedule TO or any amendment or supplement thereto, at the time of such filing, at the time of such any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the . The representations and warranties contained in this Section 5.3(b) 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information furnished in writing to supplied by Parent or Merger Sub by the Company Acquisition Subsidiary or any of their Representatives specifically for use or incorporation by reference therein.
Appears in 1 contract
Disclosure Documents. (a) The Schedule 14D9 when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act.
(b) The Schedule 14D9, at the time of filing, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(c) The information with respect to Parent and the Company or any of its Subsidiaries that Parent furnishes to the Company furnishes, or causes to be furnished, to Parent or Purchaser in writing specifically for use in the Schedule TO and the amended Offer Documents, at the time of the filing of the Schedule TO, at the time of any Company Disclosure Document distribution or dissemination of the amended Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereofmisleading.
(bd) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will 4.21 do not apply to statements or omissions included in the Schedule TO and the Offer Documents 14D9 based upon information furnished or caused to be furnished to the Company in writing to by Parent or Merger Sub by the Company Purchaser specifically for use therein.
Appears in 1 contract
Samples: Merger Agreement
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company Stockholders and at the time such shareholders Company Stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not 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 made therein, in the light of the circumstances under which they were made, not misleading; provided that . If at any time prior to the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing Effective Time any event with respect to Parent or Merger Sub shall occur which is required to be described in any Company Disclosure Document, Parent shall promptly disclose such event to the Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company specifically for use thereinthat is contained in the Schedule TO or any other Offer Document.
Appears in 1 contract
Samples: Merger Agreement (Webmethods Inc)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TOOffer Documents, when filed, and the Offer Documents, when distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filingthe filing thereof, at the time of such any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; , provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 1 contract
Samples: Merger Agreement (Novell Inc)
Disclosure Documents. (a) The information with respect to Parent Buyer and any of its Subsidiaries subsidiaries that Parent Buyer furnishes to the Company in writing specifically for use in any Company Disclosure Document Documents will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, Statement (if applicable) and the Schedule 13E-3 (if applicable), at the time such the Company Proxy Statement or the Schedule 13E-3, as applicable, or any amendment or supplement thereto to either is first mailed to shareholders of the Company and at the time such the shareholders vote on approval adoption of the Merger and at the Effective Timethis Agreement (if applicable), and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementStatement and the Schedule 13E-3, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and thereof, at the time of any distribution or dissemination thereof, and at the time of consummation of the Offer.
(b) The Offer Documents and the Schedule TO13E-3, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act andand will not at the time of the filing thereof, at the time of such filing, at the time of such any distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided , provided, that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Buyer or Merger Subsidiary in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 1 contract
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereofthereof and at the consummation of the Offer.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form and substance in all material respects with the applicable requirements of the Exchange 1934 Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary in writing by the Company specifically for use therein.
Appears in 1 contract
Disclosure Documents. (a) The information Each document required to be filed by the Company with respect to Parent the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Exchange Act.
(b) The Company Disclosure Document Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) misleading. The representations and warranties contained in this Section 4.10 will not apply to statements or omissions included in the case Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Purchaser specifically for use therein.
(c) The information with respect to the Company or any of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of Subsidiaries that the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) furnishes to Parent or Purchaser in writing specifically for use in the case of any Company Disclosure Document other than Schedule TO and the Company Proxy StatementOffer Documents, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and the Schedule TO, at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and of the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 1 contract
Samples: Merger Agreement (Conceptus Inc)
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to shareholders of the Company Stockholders and at the time such shareholders vote on approval of the Merger meeting of Company Stockholders to consider this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) 6.8 will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 1 contract
Samples: Merger Agreement (Comverge, Inc.)
Disclosure Documents. (a) The information with respect to Parent Buyer and any of its Subsidiaries and Merger Subsidiary that Parent furnishes Buyer and Merger Subsidiary furnish to the Company in writing specifically for use in any Company Disclosure Document will not contain contain, any untrue statement of a material fact or omit to 16 21 state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement (defined in Section 6.2 herein), at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and Company, at the time such shareholders the stockholders vote on approval adoption of the Merger this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof, at the consummation of such Company Disclosure Document or any supplement or amendment thereto the Offer and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminatedfiled, will comply as to form in all material respects with the applicable requirements of the Exchange Act andAct. The Offer Documents will not at the time of the filing thereof, at the time of such filingany distribution, at the time of such distribution publication or dissemination and any mailing thereof or at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Buyer or Merger Subsidiary in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 1 contract
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Timethis Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TOOffer Documents, when filed, and the Offer Documents, when distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filingthe filing thereof, at the time of such any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Sub Subsidiary by the Company specifically for use therein.
Appears in 1 contract
Disclosure Documents. Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (athe “Company Disclosure Documents”), including the proxy statement of the Company (the “Company Proxy Statement”) The information to be filed with respect to Parent the SEC in connection with the Merger and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of its Subsidiaries that Parent furnishes to the 1934 Act and the rules and regulations thereunder. None of the Company in writing specifically for use in any Company Disclosure Document Documents will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stockholders of the Company and at the time such shareholders stockholders vote on approval adoption of the Merger and at the Effective Time, this Agreement and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO; provided, when filed, that this representation and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties contained in this Section 5.3(b) will warranty does not apply to any statements or omissions included in the Schedule TO and the Offer Company Disclosure Documents based upon information furnished in writing (or not furnished) to the Company by Parent or Merger Sub by the Company specifically for use therein.
Appears in 1 contract
Disclosure Documents. (a) The information with respect to Parent Buyer and any of its Subsidiaries and Merger Subsidiary that Parent furnishes Buyer and Merger Subsidiary furnish to the Company in writing specifically for use in any Company Disclosure Document will not contain contain, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement (defined in Section 6.2 herein), at the time such the Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders stock holders of the Company and Company, at the time such shareholders the stockholders vote on approval adoption of the Merger this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof, at the consummation of such Company Disclosure Document or any supplement or amendment thereto the Offer and at the time of any distribution or dissemination thereof.
(b) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminatedfiled, will comply as to form in all material respects with the applicable ap plicable requirements of the Exchange Act andAct. The Offer Documents will not at the time of the filing thereof, at the time of such filingany distribution, at the time of such distribution publication or dissemination and any mailing thereof or at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements state ments made therein, in the light of the circumstances under which they were made, not misleading; provided that the representations this representation and warranties contained in this Section 5.3(b) warranty will not apply to statements state ments or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Buyer or Merger Subsidiary in writing to Parent or Merger Sub by the Company specifically for use therein.
Appears in 1 contract
Disclosure Documents. (a) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Each Company Disclosure Document will not contain any untrue statement of a when filed, distributed or disseminated, as applicable, shall comply as to form in all material fact or omit to state any material fact necessary in order to make respects with the statements made therein, in the light applicable requirements of the circumstances under which they were made, not misleading Exchange Act and the rules and regulations thereunder and all other applicable Laws.
(i) in the case of the Company The Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company Stockholders and at the time such shareholders vote on approval of the Merger and at the Effective Time, Special Meeting and (ii) in the case of any Company Disclosure Document (other than the Company Proxy Statement), at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact that is necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
(bc) The information with respect to the Company or its Subsidiary that the Company furnishes to the Parent in writing specifically for use in the Schedule TO, when filed, TO and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with at the applicable requirements time of the Exchange Act andfiling of the Schedule TO, at the time of such filing, at the time of such any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact that is 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; provided that the .
(d) The representations and warranties contained in this Section 5.3(b) 4.21 will not apply to statements or omissions included in the Schedule TO and the Offer Company Disclosure Documents based upon information furnished to the Company in writing to by the Parent or Merger Sub by the Company Purchaser specifically for use therein.
Appears in 1 contract
Samples: Merger Agreement (Epolin Inc /Nj/)
