Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the stockholders of Parent and at the time of each of the Shareholders’ Meetings, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Boston Scientific Corp)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically Merger Subs for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed to the shareholders of the Company and the Company’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Stockholders Meeting, 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 the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, except that no representation is made by Parent or Merger Subs with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company for inclusion or incorporation by reference in the Form S-4 or Joint Proxy Statement/Prospectus.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rafael Holdings, Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.)
Information Supplied. None of the information supplied or to be supplied by Parent, Merger Sub or on behalf of Parent or Sub specifically Merger LLC for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Company’s stockholders of Parent and or Parent’s stockholders or at the time of each of the Shareholders’ MeetingsCompany Stockholders Meeting or the Parent Stockholders Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, except that no representation is made by Parent, Merger Sub or Merger LLC with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewitt Associates Inc), Agreement and Plan of Merger (Aon Corp)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company Company’s stockholders and the Parent’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsParent Stockholders Meeting or the Company Stockholders Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cleveland Cliffs Inc), Agreement and Plan of Merger (Alpha Natural Resources, Inc.)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ii) the Joint Proxy Statement will, at the date it the Joint Proxy Statement is first mailed to the Company's shareholders of the Company and the Parent's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Shareholders Meeting or the Parent Stockholders Meeting, 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. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply , as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereundercase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boise Cascade Corp), Agreement and Plan of Merger (Officemax Inc /Oh/)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent Purchaser or Sub any of its Subsidiaries specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, 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, therein not misleading, or (ii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to the shareholders respective stockholders of the Company and the stockholders of Parent Purchaser and at the time of each of the Shareholders’ MeetingsCompany Stockholders Meeting and the Purchaser Stockholders Meeting, respectively, 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 the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Sub Purchaser with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion Company, any of its Subsidiaries or incorporation any of their Representatives which is contained or incorporated by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Rentals Inc /De), Agreement and Plan of Merger (RSC Holdings Inc.)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Acquiror in connection with the issuance of Acquiror Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Company's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Stockholders Meeting, 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. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Acquiror or on behalf of the Company Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Newell Co), Agreement and Plan of Merger (Rubbermaid Inc)
Information Supplied. None of the information supplied or to be supplied by Potlatch or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders each of the Company Potlatch’s stockholders and the Deltic’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsPotlatch Stockholders Meeting and the Deltic Stockholders Meeting, 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 Parent or Sub Potlatch with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically Deltic for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereundertherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Deltic Timber Corp), Agreement and Plan of Merger (Potlatch Corp)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically the Company for inclusion or incorporation by reference in (ia) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the Joint Proxy Statement will, at the date it is first mailed to the Company’s shareholders of the Company and the Parent’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Shareholder Meeting or the Parent Stockholder Meeting, 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. The Form S-4 and the Joint Proxy Statement and any other documents filed by the Company with the SEC in connection herewith will comply as to form in all material respects with the requirements of applicable Law, including the Exchange Act, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company specifically Merger Sub for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Infinity Property & Casualty Corp), Agreement and Plan of Merger (KEMPER Corp)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically the Company for inclusion or incorporation by reference in (ia) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to the shareholders of the Company and the Company’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Stockholder Meeting, 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. The Proxy Statement/Prospectus and any other documents filed by the Company with the SEC in connection herewith will comply in all material respects with the requirements of applicable Law, including the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent, Merger Sub I or on behalf of the Company specifically Merger Sub II for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ExOne Co), Agreement and Plan of Merger (Desktop Metal, Inc.)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub HFS specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by CUC in connection with the issuance of CUC Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the HFS's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsHFS Stockholders Meeting, 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. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub HFS with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company CUC specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HFS Inc), Agreement and Plan of Merger (Cuc International Inc /De/)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders stockholders of the Company and the stockholders of Parent and at the time of each of the ShareholdersCompany Stockholders’ MeetingsMeeting, 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 that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingersoll Rand Co LTD), Agreement and Plan of Merger (Trane Inc.)
Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 S-4, including the Joint Proxy Statement/Prospectus forming a part thereof, will, at the time the Form S-4 is filed with the SEC and at the time it the Form S-4 becomes effective under the Securities Act, 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, ; or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it the Joint Proxy Statement/Prospectus is first mailed to the shareholders stockholders of the Company and the stockholders of Parent and at the time of each of the Shareholders’ MeetingsStockholders Meeting, 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. Notwithstanding the foregoing, except that no neither Parent nor Merger Sub makes any representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on any information supplied provided by or on behalf of required to be provided by the Company and/or by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for inclusion or incorporation by reference use in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KAYAK Software Corp), Agreement and Plan of Merger (Priceline Com Inc)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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 the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s shareholders of the Company and the stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Shareholders Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will and the Joint Proxy Statement shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that 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 specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IHS Markit Ltd.), Agreement and Plan of Merger (S&P Global Inc.)
Information Supplied. (a) None of the information supplied included or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation incorporated by reference in (i) the Form S-4 willCompany Proxy Statement contained in the Registration Statement, at the time the Form S-4 is or any other document filed with the SEC or publicly disseminated in connection with the Merger and at the time it becomes effective under other transactions contemplated by this Agreement (the Securities Act“Other Filings”), contain any untrue statement of taken as a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinwhole with all other such information will, in light the case of the circumstances under which they are made, not misleading, or (ii) the Company Proxy Statement willStatement, at the date it is first mailed to the shareholders of the Company and the Company’s stockholders of Parent and or at the time of each the Company Stockholders Meeting or at the time of any amendment or supplement thereof, or, in the Shareholders’ Meetingscase 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 or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf Merger Sub in connection with the preparation of the Registration Statement, the Company specifically Proxy Statement or the Other Filings for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein. The Form S-4 Company 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 Securities Act and the rules and regulations thereunderExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K2 Inc), Agreement and Plan of Merger (Jarden Corp)
Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically Oryx for inclusion or incorporation by reference in (iA) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or misleading and (iiB) the Joint Proxy Statement Statement/Prospectus will, at on the date it is first mailed to the shareholders of the Company and the Oryx stockholders of Parent and or Kerr-McGee stockholders or at the time of each of the Shareholders’ MeetingsOryx Stockholders Meeting or the Kerr-McGxx Xxxxxxxlders Meeting, contain any untrue statement of a material fact or omit to state omix xx xxxxx 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 were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information . The portions of the Form S-4 and the Joint Proxy Statement/Prospectus supplied by or on behalf of the Company specifically for Oryx (whether by inclusion or by incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 therein) will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp), Agreement and Plan of Merger (Kerr McGee Corp)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or and (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Parent's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsParent Stockholder Meeting (as defined in Section 5.01(c)), if such meeting is being held, 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. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderS-4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charterhouse Equity Partners Ii Lp), Agreement and Plan of Merger (Designer Holdings LTD)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s shareholders of the Company and the stockholders of Parent and Parent’s shareholders or at the time of each of the Shareholders’ MeetingsCompany Shareholders Meeting or the Parent Shareholders Meeting, 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. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply , as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereundercase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WPS Resources Corp)
Information Supplied. None of the The information supplied or to be supplied by or on behalf of Parent or Sub specifically expressly for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9 and the Forms S-4 (iincluding the Offer Prospectus and Merger Proxy Statement/Prospectus) the Form S-4 willwill not, at the time the Form S-4 is filed with Offer Documents, the SEC Schedule 14D-9, the Offer Prospectus and at the time it becomes effective under the Securities Act, contain Merger Proxy Statement/Prospectus (and any untrue statement of a material fact amendment or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they supplement thereto) are made, not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders stockholders of the Company and the stockholders of Parent and or at the time of each the applicable Form S-4 is declared effective by the SEC, or on the date that the Offer is consummated, or on the date of the Shareholders’ MeetingsCompany Stockholder Meeting, if any, 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 Parent or Sub with respect to information or statements made or incorporated by reference therein based on information in the Offer Documents, the Schedule 14D-9, the Offer Prospectus, the Merger Proxy Statement/Prospectus or the Forms S-4 which were not supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 Parent or the Proxy StatementMerger Subs. The Form Offer Documents, the Offer Prospectus and the Forms S-4 will comply as to form in all material respects as to form with the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Synageva Biopharma Corp), Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc)
Information Supplied. None of the The information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 will, shall not at the time the Form S-4 is filed with the SEC and at the time it time it is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective under the Securities Act, effective) 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 were made, not misleading, or (ii) . The information supplied by Parent for inclusion in the Proxy Statement willshall not, at on the date it the Proxy Statement is first mailed to the shareholders stockholders of the Company and the stockholders of Parent and Company, at the time of each of the Shareholders’ MeetingsCompany Stockholder Approval, 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 were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect . The representations and warranties contained in this Section 4.7 will not apply to statements made or omissions included or incorporated by reference therein in the Proxy Statement based on upon information supplied furnished by or on behalf of the Company or any of its representatives specifically for inclusion use or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereundertherein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transwitch Corp /De), Agreement and Plan of Merger (Centillium Communications Inc)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically Raytheon for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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 the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Raytheon’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsRaytheon Stockholders Meeting, 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. The Form S-4 and the Joint Proxy Statement shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Sub Raytheon with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically UTC for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Technologies Corp /De/), Agreement and Plan of Merger (Raytheon Co/)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or and (ii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to the shareholders holders of the shares of Company Common Stock and the stockholders of Parent Common Stock and at the time of each the Company Stockholders Meeting and at the time of the Shareholders’ MeetingsParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading, misleading (except that no representation or warranty is made by Parent or Merger Sub with respect regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereundertherein).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rockwood Holdings, Inc.), Agreement and Plan of Merger (Albemarle Corp)
Information Supplied. None of the information supplied or to be supplied provided by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (ia) the Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (iib) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company Parent’s stockholders and the Company’s stockholders of Parent and or at the time of each of the ShareholdersParent Stockholders’ MeetingsMeeting or the Company Stockholder’s Meeting, 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 were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect . The Joint Proxy Statement (other than the portion thereof relating solely to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in Stockholders’ Meeting) and the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderExchange Act. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pulte Homes Inc/Mi/), Agreement and Plan of Merger (Centex Corp)
Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically Rubicon Project for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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 the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Rubicon Project’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsRubicon Project Stockholders Meeting, 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. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Sub Rubicon Project with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically Telaria for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telaria, Inc.), Agreement and Plan of Merger (Rubicon Project, Inc.)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance (the “Form S-4”) will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to the shareholders each of the Company and the Company’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Stockholder Meeting, 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. The Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company specifically Sub in writing for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hercules Inc), Agreement and Plan of Merger (Ashland Inc.)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub T-Mobile specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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 the light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Consent Solicitation Statement will, at the date it is first mailed to the shareholders of the Company and the respective stockholders of Parent Sprint and at the time of each of the Shareholders’ MeetingsT-Mobile, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will and the Consent Solicitation Statement shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by T-Mobile with respect to statements made or incorporated by reference therein based on information supplied by Sprint or a SoftBank Party specifically for inclusion or incorporation by reference in the Form S-4 or the Consent Solicitation Statement.
Appears in 2 contracts
Samples: Support Agreement (SPRINT Corp), Support Agreement (T-Mobile US, Inc.)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent Parent, Merger Sub or Sub specifically any of their respective Subsidiaries for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, 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, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Andrew’s shareholders of the Company and the stockholders of Parent and or at the time of each of the Xxxxxx Shareholders’ MeetingsMeeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent with respect to information or statements with respect to Xxxxxx or its Subsidiaries made or incorporated by reference therein or otherwise supplied by or on behalf of Xxxxxx for inclusion or incorporation by reference in the Proxy Statement or the Form S-4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commscope Inc), Agreement and Plan of Merger (Andrew Corp)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent Delta or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Delta’s stockholders of Parent and or at the time of each of the ShareholdersDelta Stockholders’ MeetingsMeeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Joint Proxy Statement (other than the portion thereof relating solely to the Northwest Stockholders’ Meeting) and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by Delta with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of Delta.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Air Lines Inc /De/), Agreement and Plan of Merger (Northwest Airlines Corp)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub MS specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by DWD in connection with the issuance of DWD Common Stock and DWD Preferred Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the MS's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsMS Stockholders Meeting, 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. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub MS with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company DWD specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dean Witter Discover & Co), Agreement and Plan of Merger (Morgan Stanley Group Inc /De/)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub US BioEnergy specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by VeraSun in connection with the issuance of VeraSun Common Stock in the Merger (the “Form S-4”) will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the US BioEnergy’s shareholders of the Company and the stockholders of Parent and VeraSun’s shareholders or at the time of each of the Shareholders’ MeetingsUS BioEnergy Shareholders Meeting or the VeraSun Shareholders Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and Exchange Act. No representation or warranty is made by US BioEnergy with respect to statements made or incorporated by reference in the rules and regulations thereunderJoint Proxy Statement based on information supplied by VeraSun or Sub specifically for inclusion or incorporation by reference in the Joint Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verasun Energy Corp), Agreement and Plan of Merger (US BioEnergy CORP)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 willS-4, will (except to the extent revised or superseded by amendments or supplements), at the time the Form S-4 is filed with the SEC and SEC, or will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or and (ii) the Proxy Information Statement willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date it time the Information Statement is first mailed to the shareholders stockholders of the Company and the stockholders of Parent and at the time of each of the Shareholders’ MeetingsCompany, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compudyne Corp), Agreement and Plan of Merger (Compudyne Corp)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, at the time such documents are first published, sent or given to holders of Shares, and any time they are amended or supplemented, (ii) the registration statement on Form S-4 willto be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"), at the time the Form S-4 is filed with the SEC and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (iiiii) the Joint Proxy Statement willStatement, at the date it is first mailed to the Company's shareholders of the Company and the stockholders of Parent and or at the time of each of the Shareholders’ Meetings, Company Shareholders Meeting will 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. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, including Rule 13e-3 (if applicable, nothing herein being deemed to be an admission that Rule 13e-3 is so applicable), except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Sub specifically for inclusion or incorporation by reference in the Joint Proxy Statement or contained in any Parent Filed SEC Documents incorporated by reference in the Offer Documents, the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (CTS Corp), Agreement and Plan of Merger (Dynamics Corp of America)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (ia) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company Parent’s stockholders and the stockholders of Parent and Company’s shareholders or at the time of each of the Shareholders’ MeetingsParent Stockholder Meeting or the Company Shareholder Meeting, 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. The Form S-4 and the Joint Proxy Statement and any other documents filed by Parent with the SEC in connection herewith will comply as to form in all material respects with the requirements of applicable Law, including the Exchange Act, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KEMPER Corp), Agreement and Plan of Merger (Infinity Property & Casualty Corp)
Information Supplied. None of the information supplied or to be -------------------- supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or and (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the shareholders of the Company and the Company's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsStockholders Meeting, 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. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderS-4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc /De/), Agreement and Plan of Merger (Berkshire Hathaway Inc /De/)
Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically ShowCase for inclusion or incorporation by reference in (iA) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or and (iiB) the Joint Proxy Statement Statement/Prospectus will, at on the date it is first mailed to the ShowCase shareholders of the Company and the or SPSS stockholders of Parent and or at the time of each of the Shareholders’ MeetingsShowCase Shareholders Meeting or the SPSS Stockholders Meeting, 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 were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Showcase Corp /Mn), Agreement and Plan of Merger (SPSS Inc)
Information Supplied. None of the The information supplied or relating to Parent and its Subsidiaries to be supplied by contained in the Joint Proxy Statement/Prospectus and the Form S-4 will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or on behalf supplement thereto) is first mailed to shareholders of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment or supplement thereto) is filed with the SEC and declared effective or at the time it becomes effective under of the Securities ActParent Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the stockholders of Parent and at the time of each of the Shareholders’ Meetings, 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, at the time and in light of the circumstances under which they are were made, not false or misleading. The Joint Proxy Statement/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of the Company) and the Form S-4 will comply in all material respects as to form with the requirements of both the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, except that no representation or warranty is made by Parent or Sub with respect to information or statements made or incorporated by reference therein based on information in the Joint Proxy Statement/Prospectus or the Form S-4 which were not supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mallinckrodt PLC), Agreement and Plan of Merger (Questcor Pharmaceuticals Inc)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub RockTenn specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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 the light of the circumstances under which they are made, not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the RockTenn’s shareholders of the Company and the stockholders of Parent and or at the time of each of the Shareholders’ MeetingsRockTenn Shareholders Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will and the Joint Proxy Statement shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by RockTenn with respect to statements made or incorporated by reference therein based on information supplied by MWV specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.
Appears in 2 contracts
Samples: Business Combination Agreement (MEADWESTVACO Corp), Business Combination Agreement (Rock-Tenn CO)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub Sprint specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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 the light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Consent Solicitation Statement will, at the date it is first mailed to the shareholders of the Company and the respective stockholders of Parent Sprint and at the time of each of the Shareholders’ MeetingsT-Mobile, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will and the Consent Solicitation Statement shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by Sprint with respect to statements made or incorporated by reference therein based on information supplied by T-Mobile or a DT Party specifically for inclusion or incorporation by reference in the Form S-4 or the Consent Solicitation Statement.
Appears in 2 contracts
Samples: Support Agreement (SPRINT Corp), Support Agreement (T-Mobile US, Inc.)
Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically the Company for inclusion or incorporation by reference in (iA) the Form S-4 (as defined in Section 6.02) will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, or misleading and (iiB) the Joint Proxy Statement Statement/Prospectus will, at on the date it is first mailed to the shareholders stockholders of the Company and the stockholders of or Parent and or at the time of each the meeting of the Shareholders’ Meetingsstockholders of the Company or Parent, 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 were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect . With regard to statements made or incorporated by reference therein based on the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 /Prospectus, such information will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Suiza Foods Corp), Agreement and Plan of Merger (Dean Foods Co)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed to the shareholders stockholders of the Company and the stockholders of Parent and at the time of each of the ShareholdersCompany Stockholders’ MeetingsMeeting and the Parent Stockholders’ Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy StatementCompany. The Form S-4 will and the Joint Proxy Statement will, with respect to information regarding Parent, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderExchange Act, respectively.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silgan Holdings Inc), Agreement and Plan of Merger (Graham Packaging Co Inc.)
Information Supplied. None of the The information supplied furnished or to be supplied furnished by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 willRegistration Statement, if applicable, will not, at the time the Form S-4 Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the stockholders of Parent and at the time of each of the Shareholders’ Meetings, 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 (ii) Proxy Statement will not, at the time the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The S-4 Registration Statement, if applicable, will comply in all material respects with the provisions of the Securities Act and the Exchange Act; provided, however, that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein in the S-4 Registration Statement based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Registration Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nektar Therapeutics), Agreement and Plan of Merger (Aerogen Inc)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to the shareholders of the Company and the stockholders of Parent and at the time of each of the Shareholders’ MeetingsCompany’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 therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and any other documents filed by Parent with the SEC in connection herewith will comply in all material respects with the requirements of applicable Law, including the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Desktop Metal, Inc.), Agreement and Plan of Merger (ExOne Co)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's shareholders of the Company and the stockholders of Parent and Parent's shareholders or at the time of each of the Shareholders’ MeetingsCompany Shareholders Meeting or the Parent Shareholders Meeting, 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. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply , as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereundercase may be.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or and (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Company's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsStockholders Meeting, 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 misleadingmis- leading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically Parent for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereundertherein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flightsafety International Inc)
Information Supplied. None of the information supplied by Parent, MergerCo, or to be supplied by Operating Trust MergerSub or on behalf any affiliate of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4, the S-4 Related Documents, the Proxy Statement or the Other Filings will, at in the time case of the Form S-4 is filed with the SEC and at the time it becomes effective under effective, and in the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light case of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement willStatement, at the date it is first mailed to the shareholders of the Company and the stockholders of Parent and Shareholders or at the time of each of the Company’s Shareholders’ MeetingsMeeting 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 Shareholders or holders of interests in any U.S. Subsidiary 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 . No representation or warranty is made by Parent or Sub with respect to statements made - 50 - or incorporated by reference therein based on information supplied by or on behalf the Company Parties in connection with the preparation of the Company specifically S-4, Proxy Statement or the Other Filings for inclusion or incorporation by reference in therein. All Other Filings that are filed by the Form S-4 or the Proxy Statement. The Form S-4 Buyer Parties will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderExchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light 43 39 of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Company's stockholders of Parent and at the time of each of the Shareholders’ MeetingsStockholders' Meeting, 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 the light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderS-4.
Appears in 1 contract
Information Supplied. None of the information informa tion supplied or to be supplied by or on behalf of Parent or Sub Target specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Target's or Parent's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsTarget Stockholders Meeting or the Parent Stockholders Meeting, 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 . The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representa tion or warranty is made by Parent or Sub Target with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) each of the Parent Form S-4 and the Newco Form S-4 will, at the time the Form S-4 it is filed with the SEC SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Company's stockholders of Parent and at the time of each of the Shareholders’ MeetingsStockholders' Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Parent Form S-4 or the Proxy StatementS-4. The Parent Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Split Off and Merger (Inverness Medical Technology Inc/De)
Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically Z-D for inclusion or incorporation by reference in (iA) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, or and (iiB) the Joint Proxy Statement Statement/Prospectus will, at on the date it is first mailed to the shareholders of the Company and the Z-D stockholders of Parent and or CNET stockholders or at the time of each of the Shareholders’ MeetingsZ-D Stockholders Meeting or the CNET Stockholders Meeting, 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 were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the . The Joint Proxy Statement. The Form S-4 /Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules Rules and regulations Regulations of the SEC thereunder.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the shareholders of the Company and the stockholders of Parent and Company's Stockholders or at the time of each of the Shareholders’ MeetingsCompany Stockholders' Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference in either the Form S-4 or the Proxy Statement based on information supplied by the Company specifically for inclusion or incorporation by reference therein.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically FPL for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the FPL's shareholders of the Company and the stockholders of Parent and or Entergy's shareholders or at the time of each of the Shareholders’ MeetingsFPL Shareholders Meeting (as defined in Section 5.01) or the Entergy Shareholders Meeting (as defined in Section 5.01), 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. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub FPL with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically Entergy for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (System Energy Resources Inc)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub --------------------- the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's shareholders of the Company and the stockholders of Parent and at the time of each of the Shareholders’ MeetingsShareholders Meeting, 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. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Samples: Merger Agreement (Centocor Inc)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the shareholders of the Company and the Company's stockholders of Parent and or Parent's stockholders or at the time of each of the Shareholders’ MeetingsCompany's Stockholders' Meeting or the Parent's Stockholders' Meeting, 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 circum- stances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderS-4.
Appears in 1 contract
Information Supplied. None of the information supplied or to be -------------------- supplied by or on behalf of Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 (as defined in Section 5.1) will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Company's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Stockholders' Meeting, 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. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Us Office Products Co)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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, misleading or (ii) the Proxy Information Statement will, at the date it the Information Statement is first mailed to the shareholders of the Company and the stockholders of Parent and at the time of each of the Shareholders’ MeetingsCompany'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 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference in either the Form S-4 or the Information Statement based on information supplied by the Company specifically for inclusion or incorporation by reference therein.
Appears in 1 contract
Information Supplied. None of the The information supplied or to be supplied in writing by the Company, its Subsidiaries, or on behalf any of Parent their respective officers, directors, representatives, agents or Sub specifically employees, for inclusion or incorporation by reference in (ia) the Form S-4 willProxy Statement will not, at the time the Form S-4 Proxy Statement is filed with first mailed to the SEC Stockholders and at the time it becomes effective under the Securities Actsuch Stockholders vote on adoption of this Agreement, 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, or misleading and (iib) the Proxy Statement willForm S-4, together with all amendments and supplements thereto, will not, at the date it time the Form S-4 is first mailed to filed or becomes effective under the shareholders of the Company and the stockholders of Parent Securities Act and at the time of each of the Shareholders’ MeetingsEffective Time, contain any untrue statement of a material fact or omit to state any a 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 . No representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf Watsxx xx any of the Company Watsxx'x Xxxsidiaries specifically for inclusion or incorporation by reference in the Form S-4 Proxy Statement or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderS-4.
Appears in 1 contract
Information Supplied. None of the information supplied or to -------------------- be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or and (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Parent's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsParent Stockholder Meeting (as defined in Section 5.01(c)), if such meeting is being held, 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. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderS-4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Warnaco Group Inc /De/)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 F-4 will, at the time the Form S-4 F-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the shareholders of the Company and the Company's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Stockholders Meeting, 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. The Form F-4 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderF-4.
Appears in 1 contract
Information Supplied. None of the information supplied -------------------- or to be supplied by or on behalf of Parent or Sub specifically Holdings for inclusion or incorporation by reference in (i) the Form S-4 willshall, at the time the Form S-4 is filed with the SEC and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, misleading or (ii) the Proxy Statement willshall, at the date it is first mailed to the shareholders of the Company and the Parent's stockholders of Parent and (or, if applicable, Holdings' stockholders) or at the time of each of the Shareholders’ MeetingsParent Stockholders Meeting (as defined below), 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 were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will shall comply as to form in all material respects with the requirements of the Securities Act and Act, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference in either the rules and regulations thereunderForm S-4 or the Proxy Statement based on information supplied by the Company for inclusion or incorporation by reference therein.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically the Company for inclusion or incorporation by reference in (ia) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Company’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Stockholder Meeting, 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. The Form S-4 and Proxy Statement and any other documents filed by the Company with the SEC in connection herewith will comply as to form in all material respects with the requirements of applicable Law, including the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent, Merger Sub or on behalf of the Company specifically Merger LLC for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent Gold, Holdco or Sub specifically for inclusion or incorporation by reference in the Registration Statement, the Proxy Statement or the Gold Information Document will (ia) in the Form S-4 willcase of the Registration Statement, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Acteffective, 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, therein not misleading, or (iib) in the case of the Proxy Statement and the Gold Information Document, will, at the date it time the Proxy Statement is first mailed to the shareholders of Company's stockholders or the Company and the stockholders of Parent and Gold Information Document is first mailed to Gold's shareholders, as applicable, or at the time of each of the Shareholders’ MeetingsCompany Stockholder Meeting or the Gold Shareholder Meeting, as applicable, 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 Parent or Sub Gold with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company or any of their representatives specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereundertherein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Game Technology)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically VA for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Proxy Statement Statement/Prospectus will, at the date it the Proxy Statement/Prospectus is first mailed to the shareholders holders of the Company and the stockholders of Parent and VA Common Shares or at the time of each of the Shareholders’ MeetingsVA Shareholders Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the respective rules and regulations promulgated thereunder, except that no representation or warranty is made by VA with respect to statements made or incorporated by reference therein based on information supplied by BB specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically FPL Group for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the FPL Group’s shareholders of the Company and the or Constellation’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsFPL Group Shareholders Meeting or the Constellation Stockholders Meeting, 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. The Form S-4 and Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub FPL Group with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically Constellation or Merger Sub for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Constellation Energy Group Inc)
Information Supplied. None of the information supplied or to be -------------------- supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the shareholders of the Company and the stockholders of Parent and Company's Stockholders or at the time of each of the Shareholders’ MeetingsCompany Stockholders' Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference in either the Form S-4 or the Proxy Statement based on information supplied by the Company specifically for inclusion or incorporation by reference therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Us Office Products Co)
Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Parent or Sub its Subsidiaries specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the offer and sale of shares of Parent Common Stock in connection with the Merger (the “Form S-4”) will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (iib) the Proxy Statement will, at the date it is first mailed to the Company's shareholders of the Company and the stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Shareholders Meeting, 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 . The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. No representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sanchez Computer Associates Inc)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the stockholders of Parent and at the time of each of the Shareholders’ Meetings' Meeting, 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 Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent or Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderExchange Act.
Appears in 1 contract
Samples: Merger Agreement (Guidant Corp)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the time the Form S-4 is filed with the SEC SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or and (ii) the Proxy Statement willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date it is first mailed to the shareholders of the Company and the Company's stockholders of Parent and at the time of each the meeting of the Shareholders’ MeetingsCompany's stockholders held to vote on approval and adoption of this Agreement, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in the Form S-4.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub McKesson specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by McKesson in connection with the issuance of McKesson Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the McKesson's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsMcKesson Stockholders' Meeting, 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. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub McKesson with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company HBO specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent Parent, Taro or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 F-4 will, at the time the Form S-4 F-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the shareholders of the Company Company's stockholders and the Parent's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany's Stockholders' Meeting and the Parent's Stockholders' Meeting, 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. The Form F-4 will comply as to form in all material respects with the requirements of the Securities Act and Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent Parent, Taro or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderF-4.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub in writing specifically for inclusion or incorporation by reference in (i) the Form S-4 willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's shareholders of the Company and the stockholders of Parent and or at the time of each of the Shareholders’ MeetingsShareholders Meeting, 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. Notwithstanding the foregoing, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderS-4.
Appears in 1 contract
Information Supplied. None of the The information supplied or to be supplied in writing by the Company, its Subsidiaries, or on behalf any of Parent their respective officers, directors, representatives, agents or Sub specifically employees, for inclusion or incorporation by reference in (ia) the Form S-4 willProxy Statement will not, at the time the Form S-4 Proxy Statement is filed with first mailed to the SEC and Stockholders, at the time it becomes effective under the Securities Actsuch Stockholders vote on adoption of this Agreement, 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, or misleading and (iib) the Proxy Statement willForm S-4, together with all amendments and supplements thereto, will not, at the date it time the Form S-4 is first mailed to filed or becomes effective under the shareholders of the Company and the stockholders of Parent Securities Act and at the time of each of the Shareholders’ MeetingsEffective Time, contain any untrue statement of a material fact or omit to state any a 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 . No representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf Watsxx xx any of the Company Watsxx'x Xxxsidiaries specifically for inclusion or incorporation by reference in the Form S-4 Proxy Statement or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderS-4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders stockholders of the Company and the stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Stockholder Meeting, 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. The Form S-4 and Proxy Statement and any other documents filed by Parent with the SEC in connection herewith will comply as to form in all material respects with the requirements of applicable Law, including the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by the Company or on behalf any of Parent or Sub its Subsidiaries specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Class A Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's shareholders of the Company and the stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Shareholders Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations thereunder.. No representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement or the Form S-4 based on information supplied by Parent or Sub
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caprock Communications Corp)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 (as defined in Section 5.1) will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Company's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Stockholders' Meeting, 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. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Information Supplied. None of the information supplied or to be -------------------- supplied by or on behalf of Parent or Sub McKesson specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by McKesson in connection with the issuance of McKesson Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the McKesson's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsMcKesson Stockholders' Meeting, 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. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub McKesson with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company HBO specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.
Appears in 1 contract
Information Supplied. None of the information supplied by Parent, MergerCo, or to be supplied by Operating Trust MergerSub or on behalf any affiliate of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4, the S-4 Related Documents, the Proxy Statement or the Other Filings will, at in the time case of the Form S-4 is filed with the SEC and at the time it becomes effective under effective, and in the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light case of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement willStatement, at the date it is first mailed to the shareholders of the Company and the stockholders of Parent and Shareholders or at the time of each of the Company’s Shareholders’ MeetingsMeeting 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 Shareholders or holders of interests in any U.S. Subsidiary 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 . No representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf the Company Parties in connection with the preparation of the Company specifically S-4, Proxy Statement or the Other Filings for inclusion or incorporation by reference in therein. All Other Filings that are filed by the Form S-4 or the Proxy Statement. The Form S-4 Buyer Parties will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunderExchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Archstone Smith Trust)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically BB for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ii) the Proxy Statement Statement/Prospectus will, at the date it the Proxy Statement/Prospectus is first mailed to the shareholders holders of the Company and the stockholders of Parent and BB Common Shares or at the time of each of the Shareholders’ MeetingsBB Shareholders Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 and the Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the respective rules and regulations promulgated thereunder, except that no representation or warranty is made by BB with respect to statements made or incorporated by reference therein based on information supplied by VA specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically T-3 for inclusion or incorporation by reference in in: (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the each of R&M’s shareholders of the Company and the T-3’s stockholders of Parent and or at the time of each of the Shareholders’ MeetingsR&M Shareholders Meeting and the T-3 Stockholders Meeting, 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. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub T-3 with respect to statements made or incorporated by reference therein based on information supplied by R&M, Merger Sub or on behalf of the Company specifically Merger Sub II for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereundertherein.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by the Company or on behalf any of Parent or Sub its Subsidiaries specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Class A Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's shareholders of the Company and the stockholders of Parent and or at the time of each of the Shareholders’ MeetingsCompany Shareholders Meeting, 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 Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement or the Form S-4 based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the Proxy Statement or the Form S-4, as the case may be.
Appears in 1 contract
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or and (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and the Company's stockholders of Parent and or at the time of each of the Shareholders’ MeetingsStockholders Meeting, 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. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically Parent for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereundertherein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Dairy Queen Inc)
Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the time the Form S-4 is filed with the SEC SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or and (ii) the Proxy Statement willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date it is first mailed to the shareholders of the Company and the Company's stockholders of Parent and at the time of each the meeting of the Shareholders’ MeetingsCompany's stockholders held to vote on approval and adoption of this Agreement, 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 35 30 therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in the Form S-4.
Appears in 1 contract
