Common use of No False or Misleading Statements Clause in Contracts

No False or Misleading Statements. (a) Each of the Standby Purchaser, Members Mutual and HoldCo, severally and not jointly, agrees that the information provided and to be provided in writing by or on behalf of the Standby Purchaser, Members Mutual or HoldCo, as the case may be, specifically for use in the Registration Statement and the Prospectus, shall not, with respect to the information supplied by such party: (i) in the case of the Registration Statement, on the date it becomes 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 not misleading; and (ii) in the case of the Prospectus, on the expiration of the subscription offering period, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If at any time prior to the applicable dates referred to in Section 1.6(a), any event shall occur or condition shall exist relating to the Standby Purchaser, Members Mutual, HoldCo or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Prospectus or the Registration Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, is discovered by the Standby Purchaser, Members Mutual or HoldCo, the party that discovers such information shall promptly notify the other parties and, to the extent required by Applicable Law, HoldCo shall cause an appropriate amendment or supplement describing such event or condition to be promptly prepared and filed with the SEC and disseminated to the Offering Participants, as may be necessary in the judgement of HoldCo or its counsel to correct such untrue statement or omission or to comply with applicable securities laws.

No False or Misleading Statements. (a) Each of Sponsor and the Standby Purchaser, Members Mutual and HoldCo, severally and not jointly, Company agrees that the information provided and to be provided in writing by Sponsor or on behalf of the Standby Purchaser, Members Mutual or HoldCoCompany, as the case may be, specifically for use in the Registration Statement (if applicable), the Information Statement and the ProspectusSponsor Information Statement, shall not, with respect to the information supplied by such party: (i) in the case of the Registration Statement, on the date it the Registration Statement becomes effective; (ii) in the case of the Information Statement, on the date upon which the Information Statement is mailed to the Members of the Company or on the date upon which the approval and adoption of the Plan of Conversion and the Articles Amendments by the Members of the Company is obtained; and (iii) in the case of the Sponsor Information Statement, on the date upon which the Sponsor Information Statement is mailed to stockholders of Sponsor, 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 not misleading; and (ii) in the case of the Prospectus, on the expiration of the subscription offering period, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If at any time prior to the applicable dates referred to in Section 1.6(a2.5(a), any event shall occur or condition shall exist information relating to Sponsor or the Standby PurchaserCompany, Members Mutual, HoldCo or any of their respective Affiliatesaffiliates, officers or directors, that is discovered by Sponsor or the Company which should be set forth in an amendment or supplement to the Prospectus Information Statement, the Registration Statement or the Registration Sponsor Information Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, is discovered by the Standby Purchaser, Members Mutual or HoldCo, the party that discovers such information shall promptly notify the other parties party and, to the extent required by Applicable Law, HoldCo shall cause an appropriate amendment or supplement describing such event or condition to information shall be promptly prepared and and, if applicable, filed with the SEC and disseminated to the Offering ParticipantsCompany's Members or stockholders of Sponsor, as the case may be necessary in the judgement of HoldCo or its counsel to correct such untrue statement or omission or to comply with applicable securities lawsbe.

No False or Misleading Statements. (a) Each of the Standby PurchaserMTS, Members TW, Lebanon Mutual and HoldCo, severally and not jointly, agrees that the information provided and to be provided in writing by or on behalf of the Standby PurchaserMTS, Members TW, Lebanon Mutual or HoldCo, as the case may be, specifically for use in the Registration Statement and the Prospectus, shall not, with respect to the information supplied by such party: (i) in the case of the Registration Statement, on the date it the Registration Statement becomes 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 not misleading; and (ii) in the case of the Prospectus, (A) on the expiration date on which the Prospectus is mailed to the Eligible Members of Lebanon Mutual, (B) on the date of the subscription offering periodSpecial Meeting, include and (C) on the date on which the Prospectus is mailed to the Offering Participants, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If at any time prior to the applicable dates referred to in Section 1.6(a), 1.7(a)(ii) any event shall occur or condition shall exist information relating to the Standby PurchaserMTS, Members TW, Lebanon Mutual, HoldCo or any of their respective Affiliatesaffiliates, officers or directors, that should be set forth in an amendment or supplement to the Prospectus or the Registration Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, is discovered by the Standby PurchaserMTS, Members TW, Lebanon Mutual or HoldCo, the party that discovers such information shall promptly notify the other parties and, to the extent required by Applicable Law, HoldCo shall cause an appropriate amendment or supplement describing such event or condition to information shall be promptly prepared and and, if applicable, filed with the SEC and disseminated to the Eligible Members or the Offering Participants, as the case may be necessary in the judgement of HoldCo or its counsel to correct such untrue statement or omission or to comply with applicable securities lawsbe.

No False or Misleading Statements. (a) Each of the Standby Purchaser, Members Mutual and HoldCo, severally and not jointly, agrees that the The information provided and to be provided in writing by or on behalf each of Buyer, Merger Sub, Spinco and the Standby Purchaser, Members Mutual or HoldCo, as the case may be, Company specifically for use in the Registration Statement Statement, the Proxy Statement/Prospectus and the Prospectus, Shelf Registration Statement shall not, with respect to the information supplied by such party: (i) in the case of the Registration Statement, on the date it becomes effective, and on the date upon which it is mailed to the stockholders of the Company or on the date upon which approval of the Merger by the stockholders of the Company is obtained or, in the case of the Shelf Registration Statement, on the date upon which any shares of Spinco Common Stock are issued pursuant thereto, 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 not misleading; and (ii) in the case of the Prospectus, on the expiration of the subscription offering period, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If at any time prior to the applicable dates referred to in Section 1.6(a), any event shall occur or condition shall exist relating to the Standby Purchaser, Members Mutual, HoldCo or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Prospectus or the Registration Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, is discovered Merger Sub, and the Company agrees, and the Company agrees to cause Spinco, to correct as promptly as reasonably practicable any such information provided by it that shall have become false or misleading in any material respect. The Company shall as promptly as practicable take all steps reasonably necessary to file with the SEC and have declared effective or cleared by the Standby Purchaser, Members Mutual SEC any amendment or HoldCosupplement to the Registration Statement, the party that discovers such information shall promptly notify Proxy Statement/Prospectus and the other parties andShelf Registration Statement so as to correct the same and to cause the Registration Statement, the Proxy Statement/Prospectus and the Shelf Registration Statement as so corrected to be disseminated to the Company's stockholders to the extent required by Applicable Lawapplicable law. The Registration Statement, HoldCo the Proxy Statement/Prospectus and the Shelf Registration Statement shall cause an appropriate amendment or supplement describing such event or condition comply as to be promptly prepared and filed form in all material respects with the SEC provisions of the Securities Act, the Exchange Act, and disseminated to the Offering Participants, as may be necessary in the judgement of HoldCo or its counsel to correct such untrue statement or omission or to comply with other applicable securities lawslaw.

No False or Misleading Statements. (a) Each of the Standby Purchaser, Members MTS and Lebanon Mutual and HoldCo, severally and not jointly, agrees that the information provided and to be provided in writing by MTS or on behalf of the Standby Purchaser, Members Mutual or HoldCoLebanon Mutual, as the case may be, specifically for use in the Registration Statement and the Prospectus, shall not, with respect to the information supplied by such party: (i) in the case of the Registration Statement, on the date it the Registration Statement becomes 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 not misleading; and (ii) in the case of the Prospectus, (w) on the expiration date on which the Prospectus is mailed to the Eligible Members of Lebanon Mutual, (x) on the date of the subscription offering periodSpecial Meeting, include and (y) on the date on which the Prospectus is mailed to the Offering Participants, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If at any time prior to the applicable dates referred to in Section 1.6(a), 1.7(a)(ii) any event shall occur or condition shall exist information relating to the Standby Purchaser, Members MTS or Lebanon Mutual, HoldCo or any of their respective Affiliatesaffiliates, officers or directors, that should be set forth in an amendment or supplement to the Prospectus or the Registration Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, is discovered by the Standby Purchaser, Members Mutual MTS or HoldCoLebanon Mutual, the party that discovers such information shall promptly notify the other parties party and, to the extent required by Applicable Law, HoldCo shall cause an appropriate amendment or supplement describing such event or condition to information shall be promptly prepared and and, if applicable, filed with the SEC and disseminated to the Eligible Members or the Offering ParticipantsParticipants , as the case may be necessary in the judgement of HoldCo or its counsel to correct such untrue statement or omission or to comply with applicable securities lawsbe.

No False or Misleading Statements. (a) Each of the Standby Purchaser, Members Mutual EHC and HoldCo, severally and not jointly, EML agrees that the information provided and to be provided in writing by EHC or on behalf of the Standby Purchaser, Members Mutual or HoldCoEML, as the case may be, specifically for use in the Registration Statement and the Prospectus, shall not, with respect to the information supplied by such party: (i) in the case of the Registration Statement, on the date it the Registration Statement becomes 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 not misleading; and (ii) in the case of the Prospectus, (w) on the expiration date on which the Prospectus is mailed to the Eligible Members of EML, (x) on the date of the subscription offering periodEML Special Meeting, include (y) on the date on which the Prospectus is mailed to stockholders of EHC, and (z) on the date of the second special meeting of stockholders of EHC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If at any time prior to the applicable dates referred to in Section 1.6(a), ) any event shall occur or condition shall exist information relating to the Standby PurchaserEHC or EML, Members Mutual, HoldCo or any of their respective Affiliatesaffiliates, officers or directors, that should be set forth in an amendment or supplement to the Prospectus or the Registration Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, is discovered by the Standby Purchaser, Members Mutual EHC or HoldCoEML, the party that discovers such information shall promptly notify the other parties party and, to the extent required by Applicable Law, HoldCo shall cause an appropriate amendment or supplement describing such event or condition to information shall be promptly prepared and and, if applicable, filed with the SEC and disseminated to the Offering ParticipantsEligible Members or the stockholders of EHC, as the case may be necessary in the judgement of HoldCo or its counsel to correct such untrue statement or omission or to comply with applicable securities lawsbe.