Information Statement and Consent Sample Clauses

Information Statement and Consent. The information provided --------------------------------- by Acquiror included in the Information Statement shall not, at the time the Information Statement is mailed to stockholders of Target and at all times subsequent thereto (through and including the Effective 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 therein, in light of the circumstances under which they were made, not misleading. The information provided by Acquiror included in the Consent shall not, on the date the Consent is first mailed to Target's stockholders and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which it is made, not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by Acquiror which should be set forth in any amendment or supplement to the Consent, Acquiror will promptly inform Target. Notwithstanding the foregoing, the Information Statement or Acquiror makes no representation, warranty or covenant with respect to any information relating to Target which is contained in any of the forgoing documents.
Information Statement and Consent. As promptly as --------------------------------- practicable after the execution of this Agreement, Target and Acquiror shall use their best efforts to prepare the Information Statement, and Target shall mail the Information Statement and Consent to all securityholders of Target entitled to receive such materials under California Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in mailing to securityholders of Target, such amendment or supplement. The Information Statement and Consent shall include the recommendation of the Board of Directors of Target in favor of the Agreement and Merger and the conclusion of the Board of Directors of Target that the terms and conditions of the Merger are fair and reasonable to the shareholders of Target unless such recommendation would be in violation of the fiduciary duties the members of the Board of Directors of Target owe to Target's shareholders. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion.
Information Statement and Consent. 27 Section 3.28 Customers and Suppliers................................ 28 TABLE OF CONTENTS