Information in Proxy Statement. (a) Each document required to be filed by the Company with the SEC in connection with the Transactions (the “Company Disclosure Documents”), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (together with all amendments and supplements thereto, the “Proxy Statement”), to be filed with the SEC in connection with the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.12(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent, Acquisition Corp. or any of their representatives specifically for use therein.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp)
Information in Proxy Statement. (a) Each document required to be filed by the Company with the SEC in connection with the Transactions (the “Company Disclosure Documents”), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (together with all amendments and supplements thereto, the “Proxy Statement”), to be filed with the SEC in connection with the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.12(a3.19(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent, Acquisition Corp. Merger Sub or Parent or any of their representatives specifically for use therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allion Healthcare Inc)
Information in Proxy Statement. (ai) Each document required to be filed by the Company with the SEC in connection with the Transactions Merger or any other transaction contemplated hereby (the “Company Disclosure Documents”), including, without limitation, including the proxy or information statement Proxy Statement (as defined below) of the Company containing information required by Regulation 14A under the Exchange Act (together with all amendments and supplements thereto, the “Proxy Statement”), ) to be filed with the SEC in connection with the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.12(a4.01(s) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent, Acquisition Corp. Acquirer or Merger Sub or any of their representatives Representatives specifically for use therein.
Appears in 1 contract
Information in Proxy Statement. (a) Each document required to be filed by the Company with the SEC in connection with the Transactions Merger and the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including, without limitation, including the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (together collectively with all amendments and supplements thereto, the “Proxy Statement”), to be filed with the SEC in connection with the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.12(a) 2.26 will not apply to statements included in or omissions included in from the Company Disclosure Documents based upon information furnished to the Company in writing by Parent, Acquisition Corp. Parent or MergerSub or any of their representatives specifically for use therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rochester Medical Corporation)
Information in Proxy Statement. (a) Each document required to be filed by the Company with the SEC in connection with the Transactions (the “Company Disclosure Documents”), including, without limitation, including the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (together collectively with all amendments and supplements thereto, the “Proxy Statement”), to be filed with the SEC in connection with the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.12(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent, Acquisition Corp. Merger Sub or Parent or any of their representatives specifically for use therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Specialized Health Products International Inc)
Information in Proxy Statement. (ai) Each document required to be filed by the Company with the SEC in connection with any of the Transactions transactions contemplated hereby (the “"Company Disclosure Documents”"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (together with all amendments and supplements thereto, the “"Proxy Statement”"), to be filed with the SEC in connection with the Merger, transactions contemplated hereby will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.12(aparagraph 7B(i) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent, Acquisition Corp. or any of their representatives Purchaser specifically for use therein.
Appears in 1 contract
Samples: Preferred Stock Purchase And (Focal Communications Corp)
Information in Proxy Statement. (a) Each document required to be filed by the Company with the SEC in connection with the Transactions transactions contemplated by this Agreement (the “Company Disclosure Documents”), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (together with all amendments and supplements thereto, the “Proxy Statement”), to be filed with the SEC in connection with the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.12(a2.17(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent, Acquisition Corp. Parent or Merger Sub or any of their representatives specifically for use therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma)