Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 4 contracts
Samples: Merger Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Merger Agreement (Westway Group, Inc.), Merger Agreement (Randstad North America, L.P.)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, not when filed with the SEC or at the time of distribution or dissemination thereof to the stockholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws laws and the rules and regulations thereunder.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ericsson Lm Telephone Co), Merger Agreement (Adeza Biomedical Corp), Agreement and Plan of Merger (Redback Networks Inc)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will shall not, when filed with the SEC SEC, when first published, distributed or disseminated to the stockholders of the Company and at the time of distribution or dissemination thereof to the Company’s stockholdersExpiration Date, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub the Purchaser with respect to statements made therein in the Offer Documents based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documentstherein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities Laws and the rules and regulations thereunderLaws.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Celera CORP)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the stockholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by the Company or its Representatives for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal Federal securities Laws and the rules and regulations thereunder.
Appears in 3 contracts
Samples: Merger Agreement (Pilgrims Pride Corp), Merger Agreement (Gold Kist Inc.), Merger Agreement (Gold Kist Inc.)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or and at the time of distribution or dissemination thereof to the Company’s stockholdersshareholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 3 contracts
Samples: Merger Agreement (Icahn Enterprises Holdings L.P.), Merger Agreement (Pep Boys Manny Moe & Jack), Merger Agreement (Ascena Retail Group, Inc.)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholdersshareholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Merger Agreement (MGC Parent LLC), Merger Agreement (MGC DIAGNOSTICS Corp)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the stockholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Beckman Coulter Inc), Merger Agreement (Danaher Corp /De/)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, not when filed with the SEC or at the time of distribution or dissemination thereof to the shareholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Koch Industries Inc), Merger Agreement (Georgia Pacific Corp)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or and at the time of distribution or dissemination thereof to the Company’s stockholders's shareholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Pep Boys Manny Moe & Jack), Merger Agreement (Charming Shoppes Inc)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, not when filed with the SEC or at the time of distribution or dissemination thereof to the stockholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws laws and the rules and regulations thereunder.. Section 4.7
Appears in 2 contracts
Samples: Merger Agreement (Hewlett Packard Co), Merger Agreement (Opsware Inc)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholdersstockholders of the Company, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Cougar Biotechnology, Inc.)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, not when filed with the SEC or at the time of distribution or dissemination thereof date mailed to the Company’s stockholders, stockholders of the Company 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 light of the circumstances under which they were are made, not misleading. Notwithstanding , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the foregoingOffer which has become false or misleading, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied in writing by the Company or its Representatives for inclusion or incorporation by reference in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunderLaws.
Appears in 2 contracts
Samples: Merger Agreement (Nextest Systems Corp), Merger Agreement (Teradyne, Inc)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s 's stockholders, contain any untrue statement 26995100v.1 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Nanosphere Inc), Merger Agreement (Nanosphere Inc)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Luminex Corp), Merger Agreement (Computer Software Innovations, Inc.)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the stockholders of the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by the Company or its Representatives for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal Federal securities Laws and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Iron Acquisition Corp), Merger Agreement (Engelhard Corp)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied based on information furnished by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunderrequirements of the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Vidler Water Resources, Inc.), Merger Agreement (Iec Electronics Corp)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied to Parent or Merger Sub by or on behalf of the Company or its Representatives expressly for inclusion or incorporation by reference in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 1 contract
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement theretothereof) will not, when filed with the SEC or at the time of first distribution or dissemination thereof to the Company’s stockholders, shareholders of the Company 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made therein in the Offer Documents based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documentstherein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities Laws and the rules and regulations thereunderlaws.
Appears in 1 contract
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholdersshareholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 1 contract
Samples: Merger Agreement (Tasty Baking Co)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement theretothereof) will not, when filed with the SEC or at the time of first distribution or dissemination thereof to the Company’s stockholders, shareholders of the Company contain any untrue statement of a material fact or omit to state any material fact required to be Table of Contents stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made therein in the Offer Documents based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documentstherein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities Laws and the rules and regulations thereunderlaws.
Appears in 1 contract
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or and at the time of distribution or dissemination thereof to the Company’s stockholdersshareholders, 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub Offeror with respect to statements made therein supplied by the Company or its Representatives expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 1 contract
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documents. The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Appears in 1 contract
Samples: Merger Agreement (Volcom Inc)
Information in the Offer Documents. The Offer Documents (and any amendment thereof or supplement thereto) will shall not, when filed with the SEC SEC, when first published, distributed or disseminated to the shareholders of the Company and at the time of distribution or dissemination thereof to the Company’s stockholdersExpiration Date, 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 light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made therein in the Offer Documents based on information supplied by the Company or its Representatives in writing expressly for inclusion in the Offer Documentstherein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities Laws and the rules and regulations thereunder.Laws
Appears in 1 contract
Samples: Merger Agreement (Arctic Cat Inc)