Information in Proxy Statement. None of the information contained or incorporated by reference in the Proxy Statement, as of the date it is first mailed to the stockholders of the Company, or at the time of the Company Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent, Merger Sub or any of their respective Representatives for inclusion or incorporation by reference in the Proxy Statement.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (CVS HEALTH Corp), Merger Agreement (Omnicare Inc)
Information in Proxy Statement. None of the information contained supplied or incorporated to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement, as of the date it is first mailed to the stockholders of the Company, or and at the time of the Company Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No , except that no representation or warranty is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent, Merger Sub or any of their respective Representatives the Company for inclusion or incorporation by reference in the Proxy Statement.
Appears in 3 contracts
Samples: Merger Agreement (Omnicare Inc), Merger Agreement (CVS HEALTH Corp), Merger Agreement (CVS HEALTH Corp)
Information in Proxy Statement. None of the information contained or incorporated by reference in the Proxy Statement, Statement as of the date it is first mailed to the stockholders holders of the CompanyCompany Common Stock, or and at the time of the Company Stockholders’ Meeting, or in any amendment or supplement thereto, as of the date it is filed with the SEC, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent, Merger Sub or any of their respective Representatives for inclusion or incorporation by reference in the Proxy Statement.
Appears in 2 contracts
Samples: Merger Agreement (Merisel Inc /De/), Merger Agreement (American Capital Strategies LTD)
Information in Proxy Statement. None of The Proxy Statement and any other document filed with the information contained SEC by the Company in connection with the Merger (or incorporated by reference in the Proxy Statementany amendment thereof or supplement thereto), as of at the date it is first mailed to the stockholders of the Company, or at the time of the Company Stockholders’ MeetingStockholders Meeting and at the time filed with the SEC, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No ; provided, however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement therein based on information supplied in writing by Parent, Parent or Merger Sub or any of their respective Representatives specifically for inclusion or incorporation in such documents. The Proxy Statement and such other documents filed with the SEC by reference the Company will comply in all material respects with the Proxy Statementprovisions of the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (EnergySolutions, Inc.), Merger Agreement (Duratek Inc)
Information in Proxy Statement. None of The Proxy Statement and any other document filed with the information contained SEC by the Company in connection with the Merger (or incorporated by reference in the Proxy Statementany amendment thereof or supplement thereto), as of at the date it is first mailed to the stockholders of the Company, or Company and at the time of the Company Stockholders’ Stockholders Meeting, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No ; provided, however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement therein based on information supplied in writing by Parent, Parent or Merger Sub relating to Parent or any of their respective Representatives Merger Sub and specifically for inclusion or incorporation in such documents. The Proxy Statement and such other documents filed with the SEC by reference the Company in connection with the Proxy StatementMerger will comply in all material respects with the provisions of the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (I2 Technologies Inc), Merger Agreement (Jda Software Group Inc)
Information in Proxy Statement. None of The Proxy Statement and any other document filed with the information contained SEC by the Company in connection with the Merger (or incorporated by reference in the Proxy Statementany amendment thereof or supplement thereto), as of at the date it is first mailed to the stockholders of the Company, or Company and at the time of the Company Stockholders’ Stockholders Meeting, as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No ; provided, however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement therein based on information supplied in writing by Parent, Parent or Merger Sub relating to Parent or any of their respective Representatives Merger Sub and specifically for inclusion or incorporation in such documents. The Proxy Statement and such other documents filed with the SEC by reference the Company will comply in all material respects with the Proxy Statementprovisions of the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Somera Communications Inc), Merger Agreement (Warburg Pincus Private Equity IX, L.P.)
Information in Proxy Statement. None of the information contained or incorporated by reference in the Proxy Statement, as of the date it is first mailed to the stockholders of the Company, or and at the time of the Company Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No representation or warranty is made by the Company as to the accuracy of any financial projections or forward-looking statements, or with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent, Merger Sub or any of their respective Representatives for inclusion or incorporation by reference in the Proxy Statement.
Appears in 1 contract
Information in Proxy Statement. None of the information contained supplied or incorporated to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement, as of the date it is first mailed to the stockholders of the Company, or and at the time of the Company Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No , except that no representation or warranty is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent, Merger Sub or any of their respective Representatives the Company for inclusion or incorporation by reference in the Proxy Statementtherein.
Appears in 1 contract
Information in Proxy Statement. None of the information contained or incorporated by reference in the Proxy Statement, as of the date it is first mailed to the stockholders shareholders of the Company, or and at the time of the Company StockholdersShareholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No representation or warranty is made by the Company as to the accuracy of any financial projections or forward-looking statements, or with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent, Merger Sub or any of their respective Representatives for inclusion or incorporation by reference in the Proxy Statement.
Appears in 1 contract
Information in Proxy Statement. None of the information contained or incorporated by reference in the Proxy Statement, as of the date it is first mailed to the stockholders of the Company, or and at the time of the Company Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No representation or warranty is made by the Company as to the accuracy of any financial projections or forward-looking statements, or with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by ParentHoldco, Merger Sub or any of their respective Representatives for inclusion or incorporation by reference in the Proxy Statement.
Appears in 1 contract
Information in Proxy Statement. None of the information contained supplied or incorporated to be supplied by Buyer, Merger Sub or any of their Affiliates in writing specifically for inclusion or incorporation by reference in the Proxy StatementStatement will, as of at the date it is first mailed to the stockholders of the Company, Common Shareholders or at the time of the Company StockholdersShareholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the Exchange Act. No foregoing, no representation or warranty warrant is made by the Company Buyer or Merger Sub with respect to statements made or incorporated by reference in the Proxy Statement based on information therein supplied by Parent, Merger Sub the Company or any of their respective its Representatives expressly for inclusion or incorporation by reference in the Proxy Statement.
Appears in 1 contract
Information in Proxy Statement. None of the information contained or incorporated by reference in the The Proxy StatementStatement will not, as of at the date it is first mailed to the stockholders of the CompanyCommon Shareholders, at any time it is subsequently amended or at the time of the Company StockholdersShareholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No requirements of all applicable Laws, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement therein based on information supplied in writing by Parent, or on behalf of Buyer and Merger Sub or any of their respective Representatives specifically for inclusion or incorporation by reference in the Proxy Statement.
Appears in 1 contract
Information in Proxy Statement. None of the information contained supplied or incorporated to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement, as of the date it is first mailed to the stockholders of the Company, or and at the time of the Company Stockholders’ Meeting, will contain any untrue statement of a material 40 fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No , except that no representation or warranty is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent, Merger Sub or any of their respective Representatives the Company for inclusion or incorporation by reference in the Proxy Statement.
Appears in 1 contract
Samples: Merger Agreement
Information in Proxy Statement. None of the information contained supplied or incorporated to be supplied by or on behalf of Parent and Merger Sub for inclusion or incorporation by reference in the Proxy Statement, as of will, at the date it time the Proxy Statement is first mailed to the stockholders of the Company, or at the time of the Company Stockholders’ Meeting' Meeting or as of the Effective Time, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the Exchange Act. No foregoing, no representation or warranty is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference in therein about the Proxy Statement based on information Company supplied by Parent, Merger Sub or any of their respective Representatives the Company for inclusion or incorporation by reference in the Proxy Statement.
Appears in 1 contract
Samples: Merger Agreement (Inktomi Corp)
Information in Proxy Statement. None of the information contained supplied or incorporated to be supplied by or on behalf of Parent and Merger Sub for inclusion or incorporation by reference in the Proxy Statement, as of will, at the date it time the Proxy Statement is first mailed to the stockholders of the Company, or at the time of the Company Stockholders’ MeetingMeeting or as of the Effective Time, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the Exchange Act. No foregoing, no representation or warranty is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference in therein about the Proxy Statement based on information Company supplied by Parent, Merger Sub or any of their respective Representatives the Company for inclusion or incorporation by reference in the Proxy Statement.
Appears in 1 contract
Samples: Merger Agreement (Yahoo Inc)
Information in Proxy Statement. None of the information contained or incorporated by reference in the Proxy Statement, as of the date it is first mailed to the stockholders of the Company, or and at the time of the Company Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the Exchange Act. No representation or warranty is made by the Company as to the accuracy of any financial projections or forward-looking statements therein, or with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied in writing by Parent, Merger Sub or any of their respective Representatives specifically for inclusion or incorporation by reference in the Proxy Statement.
Appears in 1 contract
Samples: Merger Agreement (Calpine Corp)
Information in Proxy Statement. None of the information contained supplied or incorporated to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Proxy StatementStatement will, as of at the date it is first mailed to the stockholders of the Company, or ’s shareholders and at the time of the Company Stockholders’ Special Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the Exchange Act. No foregoing, no representation or warranty is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference in the Proxy Statement based on information therein supplied by Parent, Merger Sub the Company or any of their respective its Representatives expressly for inclusion or incorporation by reference in the Proxy Statement.
Appears in 1 contract