Common use of Information for Offer Documents and Proxy Statement; Disclosure Clause in Contracts

Information for Offer Documents and Proxy Statement; Disclosure. Each Stockholder represents and warrants to Parent and Purchaser that none of the information relating to such Stockholder and his or its affiliates provided by or on behalf of such Stockholder or his or its affiliates for inclusion in the Schedule TO, Schedule 14D-9, Offer Documents, or Proxy Statement will, at the respective times the Schedule TO, Schedule 14D-9, Offer Documents, or Proxy Statement are filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of 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. Each Stockholder authorizes and agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.

Appears in 2 contracts

Samples: Stockholders Support Agreement (Cti Molecular Imaging Inc), Stockholders Support Agreement (Cti Molecular Imaging Inc)

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Information for Offer Documents and Proxy Statement; Disclosure. Each Stockholder represents and warrants to Parent and Purchaser that none of the information relating to such Stockholder and his or its affiliates such Stockholder’s immediate family or beneficiaries provided by or on behalf of such Stockholder or his such Stockholder’s immediately family or its affiliates beneficiaries for inclusion in the Schedule TO, Schedule 14D-9, Offer Documents, Schedule 14D-9 or Proxy Statement will, at the respective times the Schedule TO, Schedule 14D-9, Offer Documents, Schedule 14D-9 or Proxy Statement are filed with the SEC or are first published, sent or given to stockholders Stockholders of the Company, contain any untrue statement of 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. Each Stockholder authorizes and agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's ’s identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.

Appears in 2 contracts

Samples: Contribution Agreement (Blush Acquisition Corp), Contribution Agreement (Bare Escentuals Inc)

Information for Offer Documents and Proxy Statement; Disclosure. Each Stockholder represents and warrants to Parent and Purchaser that none of the information relating to such Stockholder and his or its affiliates such Stock- holder’s immediate family or beneficiaries provided by or on behalf of such Stockholder or his such Stockholder’s immediately family or its affiliates beneficiaries for inclusion in the Schedule TO, Schedule 14D-9, Offer Documents, Schedule 14D-9 or Proxy Statement will, at the respective times the Schedule TO, Schedule 14D-9, Offer Documents, Schedule 14D-9 or Proxy Statement are filed with the SEC or are first published, sent or given to stockholders Stockholders of the Company, contain any untrue statement of 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. Each Stockholder authorizes and agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's ’s identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.

Appears in 1 contract

Samples: Contribution Agreement

Information for Offer Documents and Proxy Statement; Disclosure. Each Stockholder represents and warrants to Parent and Purchaser that none of the information relating to such Stockholder and his or its affiliates such Stock- holder’s immediate family or beneficiaries provided by or on behalf of such Stockholder or his such Stockholder’s immediately family or its affiliates beneficiaries for inclusion in the Schedule TO, Schedule 14D-9, Offer Documents, Schedule 14D-9 or Proxy Statement will, at the respective times the Schedule TO, Schedule 14D-9, Offer Documents, Schedule 14D-9 or Proxy Statement are filed with the SEC or are first published, sent or given to stockholders Stockholders of the Company, contain any untrue statement of 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. Each Stockholder authorizes and agrees to permit Parent Xxxxxx and Purchaser to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's ’s identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.

Appears in 1 contract

Samples: Contribution Agreement

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Information for Offer Documents and Proxy Statement; Disclosure. Each Stockholder represents and warrants to Parent and Purchaser that none of the information relating to such Stockholder and his or its affiliates provided by or on behalf of such Stockholder or his or its affiliates for inclusion in the Schedule TO, Schedule 14D-9, Schedule 13E-3, Offer Documents, Documents or Proxy Statement will, at the respective times the Schedule TO, Schedule 14D-9, Schedule 13E-3, Offer Documents, Documents or Proxy Statement are filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of 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. Each Stockholder authorizes and agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the applicable securities laws such Stockholder's identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under the Merger Agreement and this Stockholder Agreement and any other information required by applicable Law.

Appears in 1 contract

Samples: Stockholder Support Agreement (Baycorp Holdings LTD)

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