Information Supplied by the Company Sample Clauses
Information Supplied by the Company. (a) Neither this Agreement nor any document referenced in this Agreement, nor any certificate or statement furnished pursuant to the Agreement by or on behalf of the Company or any Shareholder, when taken together, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.
(b) The Company has provided to each Shareholder all information that Shareholder has requested regarding the properties, assets, business, condition (financial or otherwise), results of operations or prospects of the Company, has provided the Shareholders the opportunity to ask questions and has answered any and all questions from the Shareholders in connection with those matters, and has delivered to each Shareholder the financial statements and Projections set forth in Section 8.7 of the Disclosure Schedule. No document referenced in this Agreement or statement furnished pursuant to this Section 8.20(b) by or on behalf of the Company, when taken together, to the knowledge of the Company, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.
(c) The Company has provided to, or made available for inspection and copying by, Sheridan and its counsel and the Shareholders and their counsel true, correct and complete copies of all documents referred to in this Article III or in the Disclosure Schedules delivered to Sheridan pursuant to this Agreement.
(d) As of the Execution Date, no representation or warranty by any of the Shareholders in any written statement or certificate furnished or to be furnished to SHCR or any Purchaser pursuant to this Agreement or the Related Documents when taken together, will have contained any untrue statement of a material fact or will have omitted to state a material fact necessary to make the statements made not misleading. There will be no fact or condition which at the time has not been disclosed to SHCR or any Purchaser which could materially adversely affect the business, prospects, financial condition or results of operations of the Company.
Information Supplied by the Company. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement to be delivered to its shareholders in connection with any written consent by or meeting of such shareholders (collectively, "Shareholder Materials"), at the date on which such information was supplied prior to the time the Company's shareholders were requested to approve the Merger, contained or will contain any untrue statement of a material fact or omitted or will 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; provided, however, that the Company makes no representations or warranties regarding information furnished by or related to the Buyer or the Merger Sub.
Information Supplied by the Company. This Agreement, the Disclosure Schedule and the certificates and statements furnished pursuant to this Agreement by or on behalf of the Company do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in the light of the circumstances under which they were made. To the Company’s knowledge after due inquiry, there is no material fact directly relating to the business, operations or condition of the Company (including any competitive developments but other than facts which relate to general economic or industry trends or conditions) that would have a Material Adverse Effect that has not been set forth in this Agreement or in the Disclosure Schedule. The financial projections and other information provided to the Investors was prepared by the Company based on the Company’s experience in the industry and on assumptions of fact and opinion as to future events which the Company, at the date of the issuance of such items, believed to be reasonable, but which the Company cannot and does not assure or guarantee the attainment of in any manner. Except as disclosed in Section 2.26 of the Disclosure Schedule, as of the date hereof, no facts have come to the attention of the Company which would, in its opinion, require the Company to revise or amplify the assumptions underlying such projections and other estimates or the conclusions derived therefrom in any material respect. Except as disclosed in Section 2.26 of the Disclosure Schedule, to the Company’s knowledge after due inquiry none of the officers or directors of the Company during the previous five years has been (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from, or otherwise imposing limits or conditions on his, engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civ...
Information Supplied by the Company. The Company covenants and agrees that none of the Schedule 14D-9 and any information supplied by or on behalf of the Company or any Affiliate of the Company for inclusion or incorporation by reference in the Offer Documents shall, at the date it is first filed with the SEC or at the Acceptance Time or at the time of any amendment or supplement thereof, 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, and the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act; provided that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by Parent, Merger Sub or any of their Affiliates in connection with the preparation of the Offer Documents for inclusion or incorporation by reference therein.
Information Supplied by the Company. The information supplied and representations and warranties made by the Company and the Guarantor in all submittals made in response to the RFP and in all post-proposal submittals with respect to the Company and the Guarantor (and to the best of its knowledge after due inquiry, all information supplied in such submittals with respect to any Subcontractor) are true, correct and complete in all material respects;
Information Supplied by the Company. This Agreement (including the schedules and exhibits thereto), the Disclosure Schedule and the certificates and statements furnished pursuant to this Agreement by or on behalf of the Company do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in the light of the circumstances under which they were made. To the Company's knowledge, there is no material fact directly relating to the properties, assets, business, operations, condition (financial or otherwise) or prospects of the Company (including any competitive developments) other than facts which relate to general economic or industry trends or conditions, that materially adversely affects the same that has not been set forth in this Agreement or in the Disclosure Schedule. Except as disclosed in SECTION 2.27 OF THE DISCLOSURE SCHEDULE, to the Company's knowledge, none of the officers or directors of the Company during the previous five years has been (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (e) subject to any order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.
Information Supplied by the Company. None of the information included or incorporated by reference in the Proxy Statement or the Other Filings will, in the case of the Proxy Statement, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or at the date it is first filed with the SEC, 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 the Company with respect to information supplied by Parent, Merger Co or any affiliate of Parent or Merger Co in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. The Proxy Statement and the Other Filings that are filed by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Information Supplied by the Company. None of the information included or incorporated by reference in the Schedule 14D-9 to be filed with the SEC in connection with the Offer or the Proxy Statement and/or the Information Statement (to the extent it is required to be filed), will, at the date the Schedule 14D-9, the Proxy Statement and/or the Information Statement is first mailed to the Company Stockholders or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub expressly for inclusion or incorporation by reference in the Schedule 14D-9, the Proxy Statement and/or the Information Statement. The Schedule 14D-9 and, to the extent filed, the Proxy Statement and/or the Information Statement, will comply as to form in all material respects with the requirements of the Exchange Act.
Information Supplied by the Company. The information supplied by the Company in all submittals made in response to the RFP and all post-proposal submittals is correct and complete in all material respects to the best of the Company’s knowledge.
Information Supplied by the Company. (a) The information supplied by the Company for inclusion in the application (the “Permit Application”) for issuance of a permit pursuant to Section 25121 of the California Code (the “California Permit”) for the qualification of the shares of Parent Common Stock to be issued in connection with Merger I shall not (i) at the time the Permit Application is made, (ii) at the time the Fairness Hearing is held or (iii) at the time the qualification of such securities is effective under Section 25122 of the California Code 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. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent that is contained in the Permit Application.
(b) If the parties prepare and file the Registration Statement, the information supplied by the Company for inclusion in the Registration Statement shall not at the time the Registration Statement or any amendments thereto is filed with the SEC or at the time the Registration Statement is declared effective by the SEC 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 in which such statements are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Subs that is contained in the Registration Statement.