Common use of Information in Proxy Statement Clause in Contracts

Information in Proxy Statement. The Proxy Statement, if any, will not, at the date mailed to Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the Merger, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished by Parent, Purchaser or Major Shareholder for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Eagle Merger Corp), Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (Softworks Inc)

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Information in Proxy Statement. The Proxy Statement, if any, will not, Statement (and any amendment thereof or supplement thereto) at the date mailed to Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the MergerAnnual Meeting, (i) 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 are made, not misleading, misleading and (ii) will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder; except that no representation is made by the Company with respect to statements made therein in the Proxy Statement based on information furnished supplied by Parent, Purchaser or Major Shareholder the Purchasers specifically for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Complete Business Solutions Inc), Stock Purchase Agreement (CDR Cookie Acquisition LLC)

Information in Proxy Statement. The Proxy Statement, if ------------------------------ any, will not, at the date mailed to Company shareholders and at the time of the meeting of Company shareholders Special Meeting to be held in connection with the Merger, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished by Parent, Parent or Purchaser or Major Shareholder for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Shopping Com), Agreement and Plan of Merger (Compaq Interests Inc)

Information in Proxy Statement. The Proxy Statement, if any, will notany (or any amendment thereof or supplement thereto), at the date mailed to Company the Company's shareholders and at the time of the meeting of Company shareholders to be held in connection with the Merger, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied in writing by Parent, Parent or the Purchaser or Major Shareholder expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sage Group PLC), Agreement and Plan of Merger (Best Software Inc)

Information in Proxy Statement. The Proxy Statement, if anyany (or any amendment thereof or supplement thereto), will not, at the date mailed to Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the Merger, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied in writing by Parent, Parent or the Purchaser or Major Shareholder for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Phonetel Technologies Inc), Agreement and Plan of Merger (Communications Central Inc)

Information in Proxy Statement. The Proxy Statement, if anyany (or any amendment thereof or supplement thereto), will notwill, at the date mailed to Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the Merger, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied by Parent, Parent or the Purchaser or Major Shareholder for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HFS Inc), Agreement and Plan of Merger (HFS Inc)

Information in Proxy Statement. The Proxy Statement, if anyany (or any amendment thereof or supplement thereto), will notwill, at the date mailed to Company shareholders stockholders and at the time of the meeting of Company shareholders stockholders to be held in connection with the Merger, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied by Parent, Parent or the Purchaser or Major Shareholder for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Varsity Spirit Corporation), Agreement and Plan of Merger (Riddell Sports Inc)

Information in Proxy Statement. The Proxy Statement, if any, will not, at the date mailed to Company shareholders stockholders and at the time of the meeting of Company shareholders stockholders to be held in connection with the Merger, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based solely on information furnished supplied by Parent, Purchaser LLC or Major Shareholder the Sub for inclusion in the Proxy Statement. The Proxy Statement will shall comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gp Strategies Corp)

Information in Proxy Statement. The Proxy Statement, if any, will not, Statement at the date mailed to Company shareholders stockholders and at the time of the meeting of Company shareholders to be held in connection with the MergerSpecial Meeting, (i) 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 are made, not misleading, misleading and (ii) will comply in all material respects with the provisions of the Exchange Act; except that no representation is made by the Company with respect to statements made therein in the Proxy Statement based on written information furnished supplied by Parent, Purchaser Parent or Major Shareholder Acquisition for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huntsman Polymers Corp)

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Information in Proxy Statement. The Proxy Statement, if any, will not, Statement (and any amendment thereof or supplement thereto) at the date mailed to Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the MergerShareholder Meeting, (i) 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 are made, not misleading, misleading and (ii) will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder; except that no representation is made by the Company with respect to statements made therein in the Proxy Statement based on information furnished supplied by Parent, the Purchaser or Major Shareholder specifically for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fidelity National Financial Inc /De/)

Information in Proxy Statement. The Proxy Statement, if any, will notStatement (or any amendment thereof or supplement thereto), at the date mailed to Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the Merger, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied in writing by Parent, Parent or Purchaser or Major Shareholder expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.. 3.15

Appears in 1 contract

Samples: Ii 4 Agreement and Plan of Merger (Petes Brewing Co)

Information in Proxy Statement. The Proxy Statement, if any, will notStatement (or any amendment thereof or supplement thereto) will, at the date mailed to Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the Merger, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied by Parent, Parent or the Purchaser or Major Shareholder in writing for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Key Energy Group Inc)

Information in Proxy Statement. The Proxy Statement, if any, will notStatement (or any amendment thereof or supplement thereto) will, at the date mailed to Company shareholders and at the time of the meeting of Company shareholders to be held in connection with the Merger, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on 21 23 information furnished supplied by Parent, Parent or the Purchaser or Major Shareholder in writing for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Key Energy Group Inc

Information in Proxy Statement. The Proxy Statement, if any, will notStatement (or any amendment thereof or supple- ment thereto) will, at the date mailed to Company shareholders stock- holders and at the time of the meeting of Company shareholders to be held in connection with the MergerSpecial Meeting, 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 are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information furnished supplied by Parent, Parent or the Purchaser or Major Shareholder for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderthere- under, including, without limitation, Regulation 14A and Rule 13e-3.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Andrews Group Inc /De/)

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