Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by either of Parent or Sub other than with respect to statements made therein based on information supplied by Parent or Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, will comply in all material respects with the requirements of applicable Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Information in the Proxy Statement. The Proxy ---------------------------------- Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub the Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, Statement will comply in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cheap Tickets Inc), Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Sage Group PLC)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company Company's stockholders to be held in connection with the MergerTransactions, 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, except that no representation is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Acquisition Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, Statement will comply in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (Mdi Entertainment Inc)
Information in the Proxy Statement. The information supplied or to be supplied by Parent or the Purchaser in writing expressly for inclusion or incorporation by reference in the Proxy Statement, if any Statement (and any amendment thereof and or supplement thereto)) will not, at the date mailed to the Company’s stockholders and at the time of any the meeting of the Company Company’s 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 light of the circumstances under which they are made, not misleading, except that no representation is made by either of Parent or Sub other than with respect to statements made therein based on information supplied by Parent or Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, will comply in all material respects with the requirements of applicable Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gentek Inc), Agreement and Plan of Merger (ASP GT Holding Corp.)
Information in the Proxy Statement. The Proxy StatementStatement (if any), if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub Purchaser in writing expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements theretotherein. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Beckman Coulter Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub Purchaser in writing expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements theretotherein. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Presstek Inc /De/), Agreement and Plan of Merger (Volcom Inc)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orbitz Inc), Agreement and Plan of Merger (Cendant Corp)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders shareholders and at the time of any meeting of the Company stockholders 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Makemusic, Inc.), Agreement and Plan of Merger
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by either of Parent or Sub other than with respect to statements made therein based on information supplied by Parent or Sub the Company expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, will comply in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioenvision Inc), Agreement and Plan of Merger (Genzyme Corp)
Information in the Proxy Statement. The Proxy Statement, if (including any (and any amendment thereof and supplement amendments or supplements thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub Purchaser in writing expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements theretotherein. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Temple Inland Inc)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders shareholders and at the time of any meeting of the Company stockholders 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by or on behalf of Parent or Sub expressly Purchaser for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Koch Industries Inc), Agreement and Plan of Merger (Georgia Pacific Corp)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the requirements provisions of applicable Laws.the Exchange Act and the rules and regulations thereunder. Section 3.19
Appears in 2 contracts
Samples: Iv Agreement and Plan of Merger (Opsware Inc), Iv Agreement and Plan of Merger (Hewlett Packard Co)
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company stockholders to be held in connection with the Merger, will not contain (by inclusion therein or incorporation by reference) 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 either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub the Purchaser expressly for inclusion or incorporation by reference in the Proxy Statement, including Statement (or any amendments amendment thereof and supplements or supplement thereto). The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, Statement will comply in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Information in the Proxy Statement. The proxy or information statement or similar materials to be delivered to the Company’s stockholders in connection with the Merger (the “Proxy Statement”), if any (and any amendment thereof and supplement thereto)at the time filed with the SEC, at the date mailed to the Company’s stockholders and at the time of any meeting of the Company stockholders to be held in connection with the MergerStockholder Meeting, 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, except that no representation is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or the Merger Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, Statement will comply in all material respects with the requirements provisions of applicable Lawsthe Exchange Act.
Appears in 1 contract
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company Company's 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, Statement will comply in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Information in the Proxy Statement. The Proxy Statement, Statement if any (and any amendment thereof and supplement thereto), ) at the date mailed to the Company’s 's stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub the Company for inclusion therein, will comply in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and or supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company Company’s 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 light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied by or on behalf of the Parent or Sub the Purchaser in writing expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, Statement (and any amendment thereof or supplement thereto) will comply as to information supplied by either of Parent or Sub for inclusion therein, will comply form in all material respects with the requirements provisions of the Exchange Act and any other applicable federal securities Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Buckeye Technologies Inc)
Information in the Proxy Statement. The Proxy Statement, if any any, (and any amendment thereof and supplement thereto), ) at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub the Company for inclusion therein, will comply in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Information in the Proxy Statement. The Proxy Statement, if any (and any amendment thereof and supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company 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 therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by either of Parent or Sub other than the Company with respect to statements made therein based on information supplied in writing by Parent or Sub Purchaser expressly for inclusion in the Proxy Statement, including any amendments thereof and supplements thereto. The Proxy Statement, as to information supplied by either of Parent or Sub for inclusion therein, Statement will comply in all material respects with the requirements provisions of applicable Lawsthe Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Openwave Systems Inc)