Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Goulds Pumps Inc), Agreement and Plan of Merger (Itt Industries Inc), Agreement and Plan of Merger (Goulds Pumps Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, Offer Documents nor any of the information supplied by the Company Purchaser or Parent for inclusion in the Offer Documents, Schedule 14D-9 shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto and Schedule 14D-9 are filed with the SEC or are first published, sent or given to stockholdersshareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "The Proxy Statement"), shallStatement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting and at the Effective TimeMeeting, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, 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 not misleading. Notwithstanding the foregoing, the Company makes Parent and Purchaser make no representation or warranty with respect to any information supplied by Parent or Purchaser the Company or any of their respective its representatives which is contained in the Schedule 14D-9 Offer Documents, the Proxy Statement or the Proxy Registration Statement. The Schedule 14D-9 Offer Documents, as amended and supplemented, the Proxy Statement and the Proxy Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Morton Acquisition Corp), Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Morton International Inc /In/)
Offer Documents; Proxy Statement. Neither the Offer Documents nor any information supplied by Parent or Merger Sub for inclusion in the Schedule 14D-9 will, at the time the Offer Documents, the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto thereto, are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading misleading. The information supplied by Parent for inclusion in any proxy statement to be sent to stockholders of the Company in connection with a meeting of the Company's stockholders to consider the Merger (the "Company Meeting") (such proxy statement, as amended or supplemented, the "Proxy Statement"), on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or shall, at the time of the Company Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Meeting which has shall have become false or misleading. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Purchaser or any on behalf of their respective representatives the Company which is contained in any of the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and Offer Documents, the Proxy Statement will or any amendment or supplement thereto. The Offer Documents shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Matrix Pharmaceutical Inc/De), 33 Agreement and Plan of Merger (Matrix Pharmaceutical Inc/De), Agreement and Plan of Merger (Pathogenesis Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information supplied by the Company Parent, Purchaser or their respective officers, directors, representatives, agents or employees, for inclusion in the Offer DocumentsProxy Statement, shallor in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to Shareholders or at the time of the Company Shareholders' Meeting, contain any statement which, at such time and in light of the respective times such circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders' Meeting which has become false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto, nor any information supplied by Parent or Purchaser specifically for inclusion in the Schedule 14D-914D-9 nor any amendments thereof or supplements thereto, will, at any time the Offer Documents or the Schedule 14D-9 or any such amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may beShareholders, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no Parent and Purchaser do not make any representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy StatementCompany SEC Information. The Schedule 14D-9 Offer Documents and the Proxy Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fingerhut Companies Inc), Agreement and Plan of Merger (Fingerhut Companies Inc), Agreement and Plan of Merger (Federated Department Stores Inc /De/)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersshareholders, as the case may be, 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 were made, not misleading. Neither the The joint proxy statement to be sent to the stockholders shareholders of the Company and the stockholders of Parent in connection with the Stockholders 26 22 Company Shareholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholdersParent Stockholders Meeting (as defined in Section 6.1), as appropriate the case may be (such joint proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company shareholders and Parent stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting and at the Effective TimeMeeting, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The registration statement on Form S-4 of Parent with respect to the issuance of Parent Common Stock in the Merger (the "Registration Statement") will not, at the time the Registration Statement becomes effective under the Securities Act, 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 made therein not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Schedule 14D-9 14D- 9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Morton Acquisition Corp)
Offer Documents; Proxy Statement. (a) Neither the Schedule 14D-9, nor any of the information supplied provided or to be provided by the Company or by its auditors, attorneys, financial advisors or other consultants or advisers specifically for inclusion use in the Offer DocumentsDocuments and any other documents to be filed with the SEC in connection with the transactions contemplated hereby, including any amendment or supplement to such documents, shall, at on the respective times such dates the Schedule 14D-9, the Offer Documents and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments or supplements thereto are filed with the SEC or are on the date first published, sent or given to the Company's stockholders, as the case may be, 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 were made, not misleading. Neither the The proxy or information statement to be sent or similar materials distributed, if any, to the Company's stockholders of the Company in connection with the Stockholders Meeting Merger, including any amendments or supplements thereto (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shallshall not, at the date time filed with the Proxy Statement (or any amendment thereof or supplement thereto) is first SEC, at the time mailed to stockholders and the Company's stockholders, at the time of the Stockholders Meeting and Meeting, if any, or at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied provided by Parent Parent, Acquisition Sub or Purchaser their auditors, attorneys, financial advisors or any of their respective representatives which is contained other consultants or advisors specifically for use in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reltec Corp), Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Gec Acquisition Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or nor the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microdyne Corp), Agreement and Plan of Merger (L 3 Communications Holdings Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, Offer Documents nor any of the information supplied by the Company for inclusion in the Note Tender Offer Documents, shallDocuments will, at the respective times time such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Schedule 14D- 9, the Information Statement or the Proxy Statement will not, on the date such document (or any amendment or supplement thereto) is first mailed to stockholders of the Company, with respect to the Information Statement, at the time Shares are accepted for payment in the Offer and with respect to the Note Tender Offer Documents, at the time the Notes (and related Consents) are accepted for payment in the Note Tender Offer, and with respect to the Proxy Statement at the time of the Special Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, the Company makes Parent and Purchaser make no representation or warranty with respect to any information supplied by Parent or Purchaser the Company or any of their respective its representatives which is contained in any of the Schedule 14D-9 foregoing documents or the Proxy StatementOffer Documents or the Note Tender Offer Documents. The Schedule 14D-9 Offer Documents and the Proxy Statement will Note Tender Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act, the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HSC Acquisition Corp), Agreement and Plan of Merger (Hills Stores Co /De/)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may be, 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 were made, not misleading. Neither the (a) The proxy statement to be sent to the stockholders of the Company in connection with a meeting of the Stockholders Meeting Company's stockholders to consider the Merger (as defined in Section 6.1the "Company Stockholders' Meeting") or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and at the time of the Stockholders Company Stockholders' Meeting (i) will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9 nor any of the information relating to the Company or its Affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule 14D-1 or the Offer Documents will, at the Effective Timerespective times the Schedule 14D-9, be false the Schedule 14D-1 and the Offer Documents or misleading any amendments or supplements thereto are filed with respect the SEC and are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no No representation or warranty is made by the Company with respect to any information supplied or approved by the Parent or the Purchaser or any of their respective representatives which is contained specifically for inclusion in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with or the requirements of the Exchange Act and the rules and regulations promulgated thereunderSchedule 14D-9.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adflex Solutions Inc), Agreement and Plan of Merger (Innovex Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information supplied by the Company in writing for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives in writing which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nick Acquisition Corp), Agreement and Plan of Merger (National Education Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-914D- ----------------------------------------------- 9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting Meeting, if any, and at the Effective Time, be false contain any untrue or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Swva Acquisition Inc), Agreement and Plan (Steel of West Virginia Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the The Offer Documents, shallDocuments shall not, at the respective times such Schedule 14D-9, time the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to Company's stockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders , (ii) none of the Company information supplied in connection writing by Parent or Newco specifically for inclusion in the Schedule 14D-9 will, at the time the Schedule 14D-9 is filed with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholdersSEC, as appropriate (such proxy statement or information statement, as and at any time it is amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or contain any amendment thereof or supplement thereto) is first mailed to stockholders and at the time untrue statement of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading (iii) none of the information supplied in writing by Parent or Newco specifically for inclusion in the Proxy Statement will, at the date it is first mailed to the stockholders of Company or at the time of the 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 correct make the statements therein, in light of the circumstances under which they were made, not misleading and (iv) the Schedule 14f-1 will not, at the time the Schedule 14f-1 is filed with the SEC, and at any time it is amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in any earlier communication with respect order to make the solicitation statement therein, in light of proxies for the Stockholders Meeting circumstances under which has become false or they were made, not misleading. Notwithstanding the foregoing, the Company neither Parent nor Newco makes no any representation or warranty with respect to any information supplied by Parent or Purchaser Company or any of their respective its representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply incorporated by reference in all material respects as to form with the requirements any of the Exchange Act and the rules and regulations promulgated thereunderforegoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Service Inc), Agreement and Plan of Merger (Atlas Copco North America Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, 14D-9 nor any of the information supplied by the Company for inclusion in the Offer Documents, shallDocuments will, at the respective times such the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 the light of the circumstances under which they were are made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholdersThe Proxy Statement will not, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective TimeCompany, be false or misleading with respect to 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 the light of the circumstances under which they are made, not misleading or and will not, at the time of the Company Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Meeting which has shall have become false or misleadingmisleading in any material respect. The Schedule 14D-9 and the Proxy Statement will, when filed by the Company with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by or on behalf of Parent or Purchaser or any of their respective representatives Merger Sub which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements any of the Exchange Act and the rules and regulations promulgated thereunderforegoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chiron Corp), Agreement and Plan of Merger (Pathogenesis Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting Meeting, if any, and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercantile Stores Co Inc), Agreement and Plan of Merger (Dillard Department Stores Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such that the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting meeting of the Company's stockholders to consider the Merger (as defined in Section 6.1the "COMPANY STOCKHOLDERS' MEETING") or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy StatementPROXY STATEMENT"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and stockholders, at the time of the Stockholders Company Stockholders' Meeting and at the Effective Time, be false or misleading with respect to 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Stockholders' Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.. ARTICLE IV
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MDL Information Systems Inc), Agreement and Plan of Merger (Golden Gate Acquisitions Inc)
Offer Documents; Proxy Statement. Neither None of the Schedule 14D-9, Offer -------------------------------- Documents nor any of the information supplied by the Company Parent or Merger Subsidiary specifically for inclusion in the Offer Documents, Schedule 14D-9 shall, at the time the respective times such documents or the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto 14D-9 are filed with the SEC or are first published, sent or given to stockholdersshareholders of the Company, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, or at the time of the Shareholders' Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is incorrect or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not materially incorrect or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Shareholders' Meeting which has shall have become false materially incorrect or misleading. Notwithstanding the foregoing, the Company makes Parent and Merger Subsidiary make no representation or warranty with respect to any information supplied by Parent or Purchaser the Company or any of their respective its representatives which is contained in any of the Schedule 14D-9 foregoing documents or the Proxy StatementOffer Documents. The Schedule 14D-9 and the Proxy Statement will Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rexel Sa), Agreement and Plan of Merger (Pinault Printemps Redoute Sa Et Al)
Offer Documents; Proxy Statement. Neither The Proxy Statement will comply in all material respects with the Schedule 14D-9, nor any applicable requirements of the information supplied Securities Exchange Act except that no representation or warranty is being made by the Company with respect to any information supplied to the Company by Parent or Merger Sub or any of their Affiliates specifically for inclusion in the Offer Documents, shallProxy Statement. The Proxy Statement will not, at the respective times such Schedule 14D-9, time the Offer Documents or any amendments or supplements thereto are Proxy Statement is filed with the SEC or are first published, sent or given to stockholders, as at the case may betime of the Company's stockholders' meeting or at the Effective Time, 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 were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the meeting of the Company's stockholders held for approval of the Merger which has become false or misleading. Neither the proxy statement to be sent Schedule 14D-9 nor any of the information relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule 14D-1 or the Offer Documents will, at the respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information Company, contain any untrue statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication misleading, except that no representation is made by the Company with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any written information supplied by Parent or Purchaser Merger Sub or any of their respective representatives which is contained Affiliates specifically for inclusion in the Schedule 14D-9 or the Proxy Statement14D-9. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunderAct.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Em Industries Inc), Agreement and Plan of Merger (Cn Biosciences Inc)
Offer Documents; Proxy Statement. Neither the ------------------------------------------------ Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Transactions, nor any of the information supplied by the Company for inclusion in the Offer Documents, Documents shall, at the respective times such the Schedule 14D-9, any such other filings by the Company, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 the light of the circumstances under which they were are made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "The Proxy Statement"), shallif any, at will not, on the date the Proxy Statement (or including any amendment thereof or supplement thereto) is first mailed to stockholders of the Company and at the time of the Stockholders Meeting and at the Effective TimeSpecial Meeting, be false or misleading with respect to 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 the light of the circumstances under which they are made, not misleading or and the Proxy Statement will not, at the time of the Special Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Meeting which has shall have become false or misleadingmisleading in any material respect. The Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Transactions, and the Proxy Statement will, when filed by the Company with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the statements made in any of the foregoing documents based on and in conformity with information supplied in writing by or on behalf of Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderSub specifically for inclusion therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plato Holdings Inc), Agreement and Plan of Merger (Plato Holdings Inc)
Offer Documents; Proxy Statement. Neither Schedule 14D-9. ------------------------------------------------ None of the Offer Documents, the Schedule 14D-9, TO or the State Filings nor any of the information supplied by the Company Parent or Merger Subsidiary for inclusion in the Schedule 14D-9 will, at the time the Offer Documents, shall, at the respective times such Schedule 14D-9TO, the Offer Documents State Filings, the Schedule 14D-9 or any amendments or supplements thereto thereto, are filed with the SEC or any applicable state authority or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. The information supplied by Parent and Merger Subsidiary for inclusion in the letter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be distributed to stockholders in connection with the Merger, or any schedule required to be filed with the SEC in connection therewith (collectively, the "Proxy Statement"), will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, 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 were are made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) , or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at meeting of the Effective TimeCompany's stockholders (the "Company Stockholder Meeting"), be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Stockholder Meeting which has shall have become false or misleading. Notwithstanding the foregoing, the Company makes Parent and Merger Subsidiary make no representation or warranty with respect to any information supplied by Parent or Purchaser or any on behalf of their respective representatives the Company which is contained in any of the Offer Documents, the Schedule 14D-9 or TO, the Proxy Statement. The Schedule 14D-9 and State Filings, the Proxy Statement will or any amendment or supplement thereto. The Offer Documents and the Schedule TO shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan of Merger (Merck & Co Inc)
Offer Documents; Proxy Statement. The Schedule 14D-9 and the Schedule 13E-3 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9, the Schedule 13E-3 nor any of the information supplied by relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule TO, the Schedule 13E-3 or the Offer Documents, shallDocuments will, at the respective times such the Schedule 14D-9, the Schedule TO and the Offer Documents or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to stockholdersshareholders of the Company, 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 were made, not misleading. No representation is made by the Company with respect to written information supplied by Parent or Purchaser specifically for inclusion in the Schedule 14D-9 or the Schedule 13E-3. The proxy statement to be sent to the shareholders of the Company in connection with the meeting of the Company's shareholders to consider the Merger (the "Company Shareholders' Meeting") or the information statement to be sent to such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the case may be"Proxy Statement"), will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is being made by the Company with respect to Parent Information. The Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to shareholders, at the time of the Company Shareholders Meeting or at the Effective Time, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Warburg Pincus Equity Partners Lp), Agreement and Plan of Merger (Hilltopper Holding Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information supplied by the Company Parent or Purchaser, its officers, directors, representatives, agents or employees, for inclusion in the Offer DocumentsProxy Statement, shallor in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders, at the respective times such Schedule 14D-9, time of the Offer Documents Company Stockholders' Meeting or any amendments or supplements thereto are filed with at the SEC or are first published, sent or given to stockholders, as the case may beEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary which, at such time and in order to make the statements therein, in the light of the circumstances under which they were it will be made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, will be false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Stockholders' Meeting which has become false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements are filed with the SEC or first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no Parent and Purchaser do not make any representation or warranty with respect to any information that has been supplied by Parent the Company or Purchaser its accountants, counsel or other authorized representatives for use in any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statementforegoing documents. The Schedule 14D-9 Offer Documents and the Proxy Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cadence Design Systems Inc)
Offer Documents; Proxy Statement. The Schedule 14D-9 will comply as to form in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9, 14D-9 (including any information included therein pursuant to Rule 14f-1) nor any of the information supplied by relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule TO or the Offer Documents, shallDocuments will, at the respective times such the Schedule 14D-9, the Schedule TO and the Offer Documents or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to stockholdersstockholders of the Company, 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 were made, not misleading. The Proxy Statement will comply as to form in all material respects with the case may beapplicable requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is first sent to stockholders or at the time of 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 the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no does not make any representation or warranty with respect to any written information supplied by Parent or Parent, Purchaser or any their officers, directors, representatives, agents, employees or designees to the Board of their respective representatives which is contained Directors specifically for inclusion in the Schedule 14D-9 (including any information that is supplied by Parent, Purchaser or their officers, directors, representatives, agents, employees or Parent's or Purchaser's designees to the Board of Directors, for inclusion therein pursuant to Rule 14f-1) or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Offer Documents; Proxy Statement. Neither The proxy statement to be sent to the Schedule 14D-9, nor any Stockholders in connection with the meeting of the Stockholders to consider the Merger (the "COMPANY STOCKHOLDERS' MEETING") or the information supplied by statement to be sent to such Stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the Company for inclusion in the Offer Documents, shall"PROXY STATEMENT"), at the respective times such Schedule 14D-9, date mailed to the Offer Documents or any amendments or supplements thereto are filed Stockholders and at the time of the Company Stockholders Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to stockholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the proxy statement to be sent Schedule 14D-9 nor any of the information relating to the stockholders Company or its affiliates provided by or on behalf of the Company specifically for inclusion in connection with the Stockholders Meeting (as defined in Section 6.1) Schedule TO or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shallOffer Documents will, at the date respective times the Proxy Statement (Schedule 14D-9, the Schedule TO and the Offer Documents or any amendment thereof amendments or supplement thereto) is supplements thereto are filed with the SEC and are first mailed published, sent or given to stockholders and at the time Stockholders, contain any untrue statement of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no No representation or warranty is made by the Company with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained specifically for inclusion in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with or the requirements of the Exchange Act and the rules and regulations promulgated thereunderSchedule 14D-9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bordeaux Acquisition Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information supplied by the Company for inclusion in (i) the Offer Documents, shall, at the respective times such Schedule 14D-9, time the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersnoteholders, as the case may be, 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 were made, not misleading. Neither , (ii) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of the Common Stock of the Company following the Merger (such Form S-4, as amended or supplemented, is herein referred to as the "FORM S-4") will, at the time the Form S-4 is filed with the 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 not misleading and (iii) the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy StatementPROXY STATEMENT"), shall) will, at the date the Proxy Statement (or any amendment thereof or supplement thereto) it is first mailed to the Company's stockholders and or at the time of the Stockholders Meeting and at the Effective TimeMeeting, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding The Form S-4 will, as of its effective date, and the foregoingprospectus contained therein will, as of its date, comply as to form in all material respects with the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any requirements of their respective representatives which is contained in the Schedule 14D-9 or Securities Act and the Proxy Statementrules and regulations promulgated thereunder. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Newco specifically for inclusion in the Proxy Statement. For purposes of this Agreement, the parties agree that statements made and information in the Offer Documents, the Form S-4 and the Proxy Statement relating to the Federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by the Company and not by Newco.
Appears in 1 contract
Offer Documents; Proxy Statement. The Schedule 14D-9 -------------------------------- and the Schedule 13E-3 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9, the Schedule 13E-3 nor any of the information supplied by relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule TO, the Schedule 13E-3 or the Offer Documents, shallDocuments will, at the respective times such the Schedule 14D-9, the Schedule TO and the Offer Documents or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to stockholdersshareholders of the Company, 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 were made, not misleading. No representation is made by the Company with respect to written information supplied by Parent or Purchaser specifically for inclusion in the Schedule 14D-9 or the Schedule 13E-3. The proxy statement to be sent to the shareholders of the Company in connection with the meeting of the Company's shareholders to consider the Merger (the "Company Shareholders' Meeting") or the information statement to be sent to such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the case may be"Proxy Statement"), will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is being made by the Company with respect to Parent Information. The Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to shareholders, at the time of the Company Shareholders Meeting or at the Effective Time, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Centennial Healthcare Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information -------------------------------- supplied by Parent, Purchaser, their respective officers, directors, representatives, agents or employees (the "Parent Information"), for inclusion ------------------ in the Proxy Statement, or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to Stockholders or at the time of the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may beStockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary which, at such time and in order to make the statements therein, in the light of the circumstances under which they were it is made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, will be false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Stockholders' Meeting which has become false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements are filed with the SEC or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no Parent and Purchaser do not make any representation or warranty with respect to any information that has been supplied by Parent the Company or Purchaser its accountants, counsel or other authorized representatives for use in any of their respective representatives which is contained in the Schedule 14D-9 foregoing documents or extracted from reports or other documents filed by the Proxy StatementCompany with the SEC. The Schedule 14D-9 Offer Documents and the Proxy Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beringer Wine Estates Holdings Inc)
Offer Documents; Proxy Statement. Schedule 14D-9. Neither the Schedule 14D-9, Offer Documents nor any of the information supplied by DCNA or the Company Purchaser for inclusion in the Offer Documents, shallSchedule 14D-9 will, at the respective times such the Offer Documents, the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto thereto, are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. The information supplied by DCNA for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, 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 were are made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) , or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective TimeSpecial Meeting, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Meeting which has shall have become false or misleading. The Offer Documents (including the Schedule TO) will, when filed by DCNA and the Purchaser with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, DCNA and the Company makes Purchaser make no representation or warranty with respect to any information supplied by Parent or Purchaser or any on behalf of their respective representatives the Company which is contained in any of the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and Offer Documents, the Proxy Statement will or any amendment or supplement thereto. The Offer Documents shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Offer Documents; Proxy Statement. Neither the Offer Documents nor any information supplied by Parent or Merger Sub for inclusion in the Schedule 14D-9 will, at the time that the Offer Documents, the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto thereto, are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 the light of the circumstances under which they were made, not misleading. Neither the The information supplied by Parent for inclusion in any proxy or information statement to be sent to the stockholders of the Company in connection with a meeting of the Stockholders Meeting Company's stockholders to consider and vote on the Merger (as defined in Section 6.1the "Company Meeting") or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of the Company and at the time of the Stockholders Meeting and at the Effective TimeCompany Meeting, be false or misleading with respect to will not contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Purchaser or any on behalf of their respective representatives the Company which is contained in any of the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and Offer Documents, the Proxy Statement will or any amendment or supplement thereto. The Offer Documents shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderSecurities Act, if applicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Information Resources Inc)
Offer Documents; Proxy Statement. The Schedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9, 14D-9 nor any of the information supplied by relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule 14D-1 or the Offer Documents, shallDocuments will, at the respective times such the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to stockholders, as stockholders of the case may beCompany, 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 the light of the circumstances under which they were made, not misleading. Neither the The proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting meeting of the Company's stockholders to consider the Merger (as defined in Section 6.1the "Company Stockholders' Meeting") or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shallwill comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement will not, at the date time the Proxy Statement (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed sent to stockholders and stockholders, at the time of the Company Stockholders Meeting and or at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation representation, warranty or warranty covenant with respect to any information supplied or required to be supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements omitted from any of the Exchange Act and the rules and regulations promulgated thereunderforegoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cadence Design Systems Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information supplied by Parent, Purchaser, their respective officers, directors, representatives, agents or employees (the Company "PARENT INFORMATION"), for inclusion in the Offer DocumentsProxy Statement, shallor in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to Stockholders or at the respective times such Schedule 14D-9, time of the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may beCompany Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary which, at such time and in order to make the statements therein, in the light of the circumstances under which they were it is made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, will be false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Stockholders' Meeting which has become false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements are filed with the SEC or first published, sent or given to the Stockholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no Parent and Purchaser do not make any representation or warranty with respect to any information that has been supplied by Parent the Company or Purchaser its accountants, counsel or other authorized representatives for use in any of their respective representatives which is contained in the Schedule 14D-9 foregoing documents or extracted from reports or other documents filed by the Proxy StatementCompany with the SEC. The Schedule 14D-9 Offer Documents and the Proxy Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bordeaux Acquisition Corp)
Offer Documents; Proxy Statement. Neither the Offer Documents nor any information supplied by Parent or Merger Sub for inclusion in the Schedule 14D-9 will, at the time the Offer Documents, the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto thereto, are filed with the SEC or are first published, sent or given to stockholdersStockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading misleading. The information supplied by Parent for inclusion in any proxy statement to be sent to Stockholders in connection with any meeting of the Stockholders to consider the Merger (the "COMPANY MEETING") (such proxy statement, as amended or supplemented, the "PROXY STATEMENT"), on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to Stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or shall, at the time of the Company Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Meeting which has shall have become false or misleading. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Purchaser or any on behalf of their respective representatives the Company which is contained in any of the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and Offer Documents, the Proxy Statement will or any amendment or supplement thereto and was provided by the Company for inclusion or is derived from documents filed by the Company with the SEC. The Offer Documents shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bodycote Investments Vi Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information supplied or to be supplied by the Company CCI for inclusion or incorporation by reference in (i) the Offer Documents, shallForm S-4 will, at the respective times such Schedule 14D-9time the Form S-4 is filed with the 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, not misleading, (ii) the Proxy Statement will, at the date it is first mailed to CCI's shareholders or at the time of the CCI 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 the light of the circumstances under which they are made, not misleading, or (iii) the Offer Documents will, at the time the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersholders of the Notes, as or at the case may betime the applicable Debt Offer is consummated, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company , except that in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, each case no representation is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading made by CCI with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made or incorporated by reference therein based on information supplied in writing by Merger Sub specifically for inclusion therein. The Form S-4 will, as of its effective date, and the prospectus contained therein will, as of its date, comply as to form in all material respects with the light requirements of the circumstances under which they are madeSecurities Act and the rules and regulations promulgated thereunder, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that in each case no representation is made by CCI with respect to statements made or incorporated by reference therein based on information supplied in writing by Merger Sub specifically for inclusion therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Commnet Cellular Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersshareholders, as the case may be, 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 were made, not misleading. Neither the The joint proxy statement to be sent to the stockholders shareholders of the Company and the stockholders of Parent in connection with the Stockholders Company Shareholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholdersParent Stockholders Meeting (as defined in Section 6.1), as appropriate the case may be (such joint proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company shareholders and Parent stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting and at the Effective TimeMeeting, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The registration statement on Form S-4 of Parent with respect to the issuance of Parent Common Stock in the Merger (the "Registration Statement") will not, at the time the Registration Statement becomes effective under the Securities Act, 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 made therein not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Morton International Inc /In/)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information -------------------------------- supplied by Parent, Purchaser, or their respective officers, directors, representatives, agents or employees (the Company "Parent Information"), for inclusion in the Offer DocumentsProxy Statement (as defined in Section 4.18), shallor in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders, at the respective times such Schedule 14D-9, time of the Offer Documents Company Stockholders' Meeting (as defined in Section 4.18) or any amendments or supplements thereto are filed with at the SEC or are first published, sent or given to stockholders, as the case may beEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary which, at such time and in order to make the statements therein, in the light of the circumstances under which they were it will be made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, will be false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Stockholders' Meeting which has become false or misleading. Neither the Offer Documents, the Schedule TO, nor any amendments thereof or supplements thereto will, at the time the Offer Documents, the Schedule TO, or any such amendments or supplements are filed with the SEC or first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no Parent and Purchaser do not make any representation or warranty with respect to any information that has been supplied in writing by Parent the Company or Purchaser its accountants, counsel or other authorized representatives specifically for use in any of their respective representatives which is contained in the foregoing documents. The Offer Documents, the Schedule 14D-9 TO, and any amendments or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Securitas Acquisition Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information -------------------------------- supplied by the Company Purchaser, Merger Sub or their respective officers, directors, representatives, agents or employees (the "Purchaser Information"), for inclusion in the Proxy Statement (as defined in Section 4.10), or in any ------------ amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders of the Company or at the time of the Company Stockholders Meeting (as defined in Section 4.10), contain any statement which, ------------ at such time and in the light of the circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. Neither the Offer Documents, shallDocuments nor any amendments thereof or supplements thereto will, at the respective times such Schedule 14D-9, any time the Offer Documents or any such amendments or supplements thereto are filed with the SEC or are first published, sent or given to the Company's stockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no Purchaser and Merger Sub do not make any representation or warranty with respect to any information that has been supplied by Parent the Company or Purchaser its accountants, counsel or other authorized representatives for use in any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statementforegoing documents. The Schedule 14D-9 Offer Documents and the Proxy Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Parker Hannifin Corp)
Offer Documents; Proxy Statement. Neither The proxy statement to be -------------------------------- sent to the Schedule 14D-9, nor any stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders Meeting") or the information supplied by statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is referred to herein as the Company for inclusion in the Offer Documents, shall"Proxy Statement"), at the respective times such Schedule 14D-9, date mailed to the Offer Documents or any amendments or supplements thereto are filed stockholders of the Company and at the time of the Company Stockholders Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to stockholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the proxy statement to be sent Schedule 14D-9 nor any of the information relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule TO or the Offer Documents will, at the respective times the Schedule 14D-9, the Schedule TO and the Offer Documents or any amendments or supplements thereto are filed with the SEC and are first published, sent or given to stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information Company, contain any untrue statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no No representation or warranty is made by the Company with respect to any information supplied by Parent or the Purchaser or any of their respective representatives which is contained Merger Sub specifically for inclusion in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with or the requirements of the Exchange Act and the rules and regulations promulgated thereunderSchedule 14D-9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Parker Hannifin Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information supplied by the Company for inclusion in (i) the Offer Documents, shall, at the respective times such Schedule 14D-9, time the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersnoteholders, as the case may be, 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 were made, not misleading. Neither , (ii) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of the Common Stock of the Company following the Merger (such Form S-4, as amended or supplemented, is herein referred to as the "Form S-4") will, at the time the Form S-4 is filed with the 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 not misleading and (iii) the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall) will, at the date the Proxy Statement (or any amendment thereof or supplement thereto) it is first mailed to the Company's stockholders and or at the time of the Stockholders Meeting and at the Effective TimeMeeting, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding The Form S-4 will, as of its effective date, and the foregoingprospectus contained therein will, as of its date, comply as to form in all material respects with the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any requirements of their respective representatives which is contained in the Schedule 14D-9 or Securities Act and the Proxy Statementrules and regulations promulgated thereunder. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no 27 representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Newco specifically for inclusion in the Proxy Statement. For purposes of this Agreement, the parties agree that statements made and information in the Offer Documents, the Form S-4 and the Proxy Statement relating to the Federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by the Company and not by Newco.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindercare Learning Centers Inc /De)
Offer Documents; Proxy Statement. Neither the Schedule 14D-914D- 9, nor any of the information supplied by the Company in writing for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives in writing which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Education Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such that the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersshareholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders shareholders of the Company in connection with the Stockholders Meeting meeting of the Company's shareholders to consider the Merger (as defined in Section 6.1the "Company Shareholders' Meeting") or the information statement to be sent to such stockholdersshareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and shareholders, at the time of the Stockholders Company Shareholders' Meeting and at the Effective Time, be false or misleading with respect to 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Shareholders' Meeting which has become false or misleading. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied to the Company by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderforegoing document.
Appears in 1 contract
Offer Documents; Proxy Statement. The Schedule 14D-9 will comply as to form in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9, 14D-9 nor any of the information supplied by relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule TO or the Offer Documents, shallDocuments will, at the respective times such the Schedule 14D-9, the Schedule TO and the Offer Documents or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to stockholders, as stockholders of the case may beCompany, 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 the light of the circumstances under which they were made, not misleading. Neither Notwithstanding the foregoing, no representation is made by the Company with respect to written information supplied by Parent or Purchaser or their respective accountants, counsel or other authorized representatives, specifically for inclusion in the Schedule 14D-9. The proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting meeting of the Company's stockholders to consider the Merger (as defined in Section 6.1the "Company Stockholders' Meeting") or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shallwill comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement will not, at the date time the Proxy Statement (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed sent to stockholders and stockholders, at the time of the Stockholders Company Stockholders' Meeting and or at the Effective Time, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes except that no representation or warranty is being made by the Company with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderInformation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Burns International Services Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information supplied by the Company Parent, the Purchaser, their respective officers, directors, representatives, agents or employees, for inclusion in the Offer DocumentsProxy Statement, shallor in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders of the Company or at the time of the Company Stockholders' Meeting, contain any statement which, at such time and in light of the circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting which has become false or misleading. The Schedule 14D-1 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-1 nor any of the information relating to Parent or its Affiliates provided by or on behalf of Parent specifically for inclusion in the Schedule 14D-9 will, at the respective times such the Schedule 14D-914D-1, the Schedule 14D-9 and the Offer Documents or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to stockholders, as stockholders of the case may beCompany, 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 the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no No representation or warranty is made by Parent with respect to any information supplied or approved by Parent or Purchaser or any of their respective representatives which is contained the Company specifically for inclusion in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder14D-1.
Appears in 1 contract
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information supplied by the Company for inclusion in (i) the Offer Documents, shall, at the respective times such Schedule 14D-9, time the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersnoteholders, as the case may be, 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 were made, not misleading. Neither , (ii) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of the Common Stock of the Company following the Merger (such Form S-4, as amended or supplemented, is herein referred to as the "Form S-4") will, at the time the Form S-4 is filed with the 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 not misleading and (iii) the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall) will, at the date the Proxy Statement (or any amendment thereof or supplement thereto) it is first mailed to the Company's stockholders and or at the time of the Stockholders Meeting and at the Effective TimeMeeting, be false or misleading with respect to contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding The Form S-4 will, as of its effective date, and the foregoingprospectus contained therein will, as of its date, comply as to form in all material respects with the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any requirements of their respective representatives which is contained in the Schedule 14D-9 or Securities Act and the Proxy Statementrules and regulations promulgated thereunder. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Newco specifically for inclusion in the Proxy Statement. For purposes of this Agreement, the parties agree that statements made and information in the Offer Documents, the Form S-4 and the Proxy Statement relating to the Federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by the Company and not by Newco.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KCLC Acquisition Corp)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Transactions, nor any of the information supplied by the Company for inclusion in the Offer Documents, Documents shall, at the respective times such the Schedule 14D-9, any such other filings by the Company, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 the light of the circumstances under which they were are made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholdersThe Proxy Statement will not, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at on the date the Proxy Statement (or including any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective TimeCompany, be false or misleading with respect to 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 the light of the circumstances under which they are made, not misleading or shall, at the time of the Special Meeting (as hereinafter defined) or at the Effective Time, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Meeting which has shall have become false or misleadingmisleading in any material respect. The Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Transactions and the Proxy Statement will, when filed by the Company with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the statements made in any of the foregoing documents based on and in conformity with information supplied by or on behalf of Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderwriting specifically for inclusion therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dyson Kissner Moran Corp)
Offer Documents; Proxy Statement. Neither the Offer Documents nor any information supplied by Parent or Merger Sub for inclusion in the Schedule 14D-9 will, at the time the Offer Documents, the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto thereto, are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading misleading. The information supplied by Parent for inclusion in any proxy statement to be sent to stockholders of the Company in connection with a meeting of the Company's stockholders to consider the Merger (the "COMPANY MEETING") (such proxy statement, as amended or supplemented, the "PROXY STATEMENT"), on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or shall, at the time of the Company Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Meeting which has shall have become false or misleading. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Purchaser or any on behalf of their respective representatives the Company which is contained in any of the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and Offer Documents, the Proxy Statement will or any amendment or supplement thereto. The Offer Documents shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Offer Documents; Proxy Statement. Neither The proxy statement to be sent to the Schedule 14D-9, nor any stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") or the information supplied by statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is referred to herein as the Company for inclusion in the Offer Documents, shall"PROXY STATEMENT"), at the respective times such Schedule 14D-9, date mailed to the Offer Documents or any amendments or supplements thereto are filed stockholders of the Company and at the time of the Company Stockholders Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to stockholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the proxy statement to be sent Schedule 14D-9 nor any of the information relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule TO or the Offer Documents will, at the respective times the Schedule 14D-9, the Schedule TO and the Offer Documents or any amendments or supplements thereto are filed with the SEC and are first published, sent or given to stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information Company, contain any untrue statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no No representation or warranty is made by the Company with respect to any information supplied by Parent or the Purchaser or any of their respective representatives which is contained Merger Sub specifically for inclusion in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with or the requirements of the Exchange Act and the rules and regulations promulgated thereunderSchedule 14D-9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wynns International Inc)
Offer Documents; Proxy Statement. Neither The proxy statement to be sent -------------------------------- to the Schedule 14D-9, nor any Stockholders in connection with the meeting of the Stockholders to consider the Merger (the "Company Stockholders' Meeting") or the information supplied by ----------------------------- statement to be sent to such Stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the Company for inclusion in the Offer Documents, shall"Proxy Statement"), at the respective times such Schedule 14D-9, date mailed to the Offer Documents or any amendments or supplements thereto are filed Stockholders and at the time --------------- of the Company Stockholders Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to stockholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the proxy statement to be sent Schedule 14D-9 nor any of the information relating to the stockholders Company or its affiliates provided by or on behalf of the Company specifically for inclusion in connection with the Stockholders Meeting (as defined in Section 6.1) Schedule TO or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shallOffer Documents will, at the date respective times the Proxy Statement (Schedule 14D-9, the Schedule TO and the Offer Documents or any amendment thereof amendments or supplement thereto) is supplements thereto are filed with the SEC and are first mailed published, sent or given to stockholders and at the time Stockholders, contain any untrue statement of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no No representation or warranty is made by the Company with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained specifically for inclusion in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with or the requirements of the Exchange Act and the rules and regulations promulgated thereunderSchedule 14D-9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beringer Wine Estates Holdings Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information supplied by the Company Parent, the Purchaser, their respective officers, directors, representatives, agents or employees, for inclusion in the Offer DocumentsProxy Statement, shallor in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders of the Company or at the time of the Company Stockholders' Meeting, contain any statement which, at such time and in light of the circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements 20 therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting which has become false or misleading. The Schedule 14D-1 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-1 nor any of the information relating to Parent or its Affiliates provided by or on behalf of Parent specifically for inclusion in the Schedule 14D-9 will, at the respective times such the Schedule 14D-914D-1, the Schedule 14D-9 and the Offer Documents or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to stockholders, as stockholders of the case may beCompany, 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 the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no No representation or warranty is made by Parent with respect to any information supplied or approved by Parent or Purchaser or any of their respective representatives which is contained the Company specifically for inclusion in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder14D-1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adflex Solutions Inc)
Offer Documents; Proxy Statement. Neither the Offer Documents nor any information supplied by Parent or Merger Sub for inclusion in the Schedule 14D-9 will, at the time that the Offer Documents, the Schedule 14D-9, nor any of the information supplied by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto thereto, are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 the light of the circumstances under which they were made, not misleading. Neither the The information supplied by Parent for inclusion in any proxy or information statement to be sent to the stockholders of the Company in connection with a meeting of the Stockholders Meeting Company's stockholders to consider and vote on the Merger (as defined in Section 6.1the "COMPANY MEETING") or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy StatementPROXY STATEMENT"), shall, at on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of the Company and at the time of the Stockholders Meeting and at the Effective TimeCompany Meeting, be false or misleading with respect to will not contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Purchaser or any on behalf of their respective representatives the Company which is contained in any of the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and Offer Documents, the Proxy Statement will or any amendment or supplement thereto. The Offer Documents shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderSecurities Act, if applicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Information Resources Inc)
Offer Documents; Proxy Statement. Schedule 14D-9. Neither the ------------------------------------------------ Schedule 14D-9, TO nor any of the information supplied by the Company Purchaser or Merger Sub for inclusion in the Offer Documents, shallSchedule 14D-9 will, at the respective times such the Schedule TO, the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto thereto, are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 the light of the circumstances under which they are made, not misleading. The information supplied by Purchaser for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, 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 were are made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) misleading or the information statement to be sent to such stockholderswill, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective TimeSpecial Meeting, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Meeting which has shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to misleading in any information supplied by Parent or Purchaser or any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statementmaterial respect. The Schedule 14D-9 and TO will, when filed by Merger Sub with the Proxy Statement will SEC, comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Purchaser and the Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company which is contained in any of the Offer Documents, the Proxy Statement or any amendment or supplement thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Landrys Seafood Restaurants Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information specifically supplied in writing by the Company for inclusion in the Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are SEC, first published, sent or given to stockholders, as the case may bestockholders of the Company and at the time Shares are purchased pursuant to the Offer, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or nor the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and such stockholders, at the time of the Stockholders Meeting Meeting, if any, and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives which is contained in or incorporated by reference in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 14D-9, as amended or supplemented, and the Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, Offer Documents nor any of the information supplied by the Company for inclusion in the Note Tender Offer Documents, shallDocuments will, at the respective times time such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Schedule 14D-9, the Information Statement or the Proxy Statement will not, on the date such document (or any amendment or supplement thereto) is first mailed to stockholders of the Company, with respect to the Information Statement, at the time Shares are accepted for payment in the Offer and with respect to the Note Tender Offer Documents, at the time the Notes (and related Consents) are accepted for payment in the Note Tender Offer, and with respect to the Proxy Statement at the time of the Special Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, the Company makes Parent and Purchaser make no representation or warranty with respect to any information supplied by Parent or Purchaser the Company or any of their respective its representatives which is contained in any of the Schedule 14D-9 foregoing documents or the Proxy StatementOffer Documents or the Note Tender Offer Documents. The Schedule 14D-9 Offer Documents and the Proxy Statement will Note Tender Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.the
Appears in 1 contract
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any None of the information supplied by the Company Purchaser, Merger Sub or their respective officers, directors, representatives, agents or employees (the "PURCHASER INFORMATION"), for inclusion in the Offer DocumentsProxy Statement (as defined in SECTION 4.10), shallor in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders of the Company or at the time of the Company Stockholders Meeting (as defined in SECTION 4.10), contain any statement which, at such time and in the respective times such Schedule 14D-9light of the circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements thereto are filed with the SEC or are first published, sent or given to the Company's stockholders, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes no Purchaser and Merger Sub do not make any representation or warranty with respect to any information that has been supplied by Parent the Company or Purchaser its accountants, counsel or other authorized representatives for use in any of their respective representatives which is contained in the Schedule 14D-9 or the Proxy Statementforegoing documents. The Schedule 14D-9 Offer Documents and the Proxy Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.
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Samples: Agreement and Plan of Merger (Wynns International Inc)
Offer Documents; Proxy Statement. Neither the Schedule 14D-9, Offer Documents nor any of the information supplied by the Company for inclusion in the Note Tender Offer Documents, shallDocuments will, at the respective times time such Schedule 14D-9, the Offer Documents or any amendments or supplements thereto documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, 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 were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Stockholders Meeting and at the Effective Time, be false or misleading with respect to any 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 the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Schedule 14D-9, the Information Statement or the Proxy Statement will not, on the date such document (or any amendment or supplement thereto) is first mailed to stockholders of the Company, with respect to the Information Statement, at the time Shares are accepted for payment in the Offer and with respect to the Note Tender Offer Documents, at the time the Notes (and related Consents) are accepted for payment in the Note Tender Offer, and with respect to the Proxy Statement at the time of the Special Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, the Company makes Parent and Purchaser make no representation or warranty with respect to any information supplied by Parent or Purchaser the Company or any of their respective its representatives which is contained in any of the Schedule 14D-9 foregoing documents or the Proxy StatementOffer Documents or the Note Tender Offer Documents. The Schedule 14D-9 Offer Documents and the Proxy Statement will Note Tender Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act, the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder.
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