Common use of Information in Disclosure Documents Clause in Contracts

Information in Disclosure Documents. None of the information supplied by Parent or Sub for inclusion in the Registration Statement (if applicable) and the Proxy Statement will, in the case of the Proxy Statement or any amendments or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, or, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this provision shall not apply to statements or omissions in the Registration Statement or Proxy Statement based upon information furnished by the Company for use therein. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the rules and regulations promulgated thereunder. No representation or warranty made by Parent contained in this Agreement and no statement contained in any certificate delivered pursuant to Article VII or any exhibit to this Agreement and the Parent Disclosure Schedule, contains any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Merger Agreement (Sunsource Inc), Merger Agreement (Allied Capital Corp)

AutoNDA by SimpleDocs

Information in Disclosure Documents. None of the information supplied provided or to be provided by Parent the Company or Sub any of its Subsidiaries for inclusion in the Registration Statement (if applicable) and the Proxy Statement will, in the case of the Proxy Statement or any amendments or supplements thereto, at the time of the mailing of the Proxy Statement to the Company's stockholders, at the time of the Company Shareholders' Meeting to be held in connection with the Merger and at the time of any amendments thereof or supplements thereto, or, and none of the information provided by the Company or any of its Subsidiaries for inclusion in the case of the Registration StatementSchedule 13E-3, will, at the time it becomes effective and at of its filing with the Effective TimeSEC, 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 are made, not misleading; provided, however, that this provision shall not apply to statements or omissions in the Registration Statement or . The Proxy Statement based upon information furnished by and the Company for use therein. The Registration Statement will Schedule 13E-3 will, when filed with the SEC, comply as to form in all material respects with the provisions applicable requirements of the Securities Act, Exchange Act and the rules and regulations promulgated thereunder. No , except that no representation or warranty is made by Parent contained in this Agreement and no statement contained in any certificate delivered pursuant the Company with respect to Article VII or any exhibit to this Agreement and the Parent Disclosure Schedule, contains any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained thereinmade or omitted in the Proxy Statement or Schedule 13E-3 relating to Parent, Merger Sub and their Affiliates based on information provided by Parent, Merger Sub and their Affiliates for inclusion or incorporation by reference in light of the circumstances under which they were made, not misleadingProxy Statement or the Schedule 13E-3.

Appears in 2 contracts

Samples: Merger Agreement (Edison Schools Inc), Merger Agreement (Edison Schools Inc)

AutoNDA by SimpleDocs

Information in Disclosure Documents. None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by ATI under the Securities Act in connection with the issuance of shares of ATI Common Stock in the Merger (including the Proxy Statement/ Prospectus forming a part thereof, the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it and any amendment thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, at the time and in light of the circumstances under which they are made, not misleading, and (if applicableii) and the Proxy Statement Statement/Prospectus relating to the Company Shareholders Meeting (the "Proxy Statement/Prospectus") will, in at the case date mailed to shareholders of the Proxy Statement or any amendments or supplements thereto, Company and at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, or, in the case of the Registration Statement, at the time it becomes effective and at the Effective TimeCompany Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this provision shall not apply to statements or omissions in the Registration Statement or Proxy Statement based upon information furnished by the Company for use therein. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the rules and regulations promulgated thereunder. No representation or warranty made by Parent contained in this Agreement and no statement contained in any certificate delivered pursuant to Article VII or any exhibit to this Agreement and the Parent Disclosure Schedule, contains any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were are made, not misleading.

Appears in 1 contract

Samples: Merger Agreement (Oregon Metallurgical Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!