Offer Documents; Proxy Statement. None of the information supplied by the Company for inclusion in (or incorporated by reference in) (i) the Offer Documents and the Schedule 14D-9 will, on the date each such document is filed with the SEC or on the date each such document is first published, sent or given 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 light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement (if required by applicable Law) will, on the date the Proxy Statement is first mailed to stockholders of the Company or at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except, in each case, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.
Appears in 3 contracts
Samples: Merger Agreement (Flir Systems Inc), Merger Agreement (Flir Systems Inc), Merger Agreement (Icx Technologies Inc)
Offer Documents; Proxy Statement. (a) None of the information supplied by the Company for inclusion in (or incorporated by reference in) (i) the Offer Documents and the Schedule 14D-9 will, on at the date each times such document is documents are filed with the SEC or on and are mailed to the date each such document is first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, except that no representation is made by Parent or Sub with respect to information supplied in writing by the Company or an affiliate of the Company expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
(iib) None of the information supplied by Parent, Sub or any affiliate of Parent or Sub specifically for inclusion in the Proxy Statement (if required by applicable Law) or the Schedule 14D-9 will, on at the date of filing with the SEC, and, in the case of the Proxy Statement, at the time the Proxy Statement is first mailed to stockholders of the Company or and at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except, in each case, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.
Appears in 3 contracts
Samples: Merger Agreement (Dep Corp), Merger Agreement (Henkel Acquisition Corp Ii), Merger Agreement (Dep Corp)
Offer Documents; Proxy Statement. (a) None of the information supplied by the Company for inclusion in (or incorporated by reference in) (i) the Offer Documents and the Schedule 14D-9 will, on at the date each times such document is documents are filed with the SEC or on and are mailed to the date each such document is first published, sent or given to stockholders shareholders of the Company, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by the Company or an affiliate of the Company for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
(iib) None of the information supplied by Parent, Purchaser or any affiliate of Parent or Purchaser for inclusion in the Proxy Statement (if required by applicable Law) or the Schedule 14D-9 will, on at the date of filing with the SEC, and, in the case of the Proxy Statement, at the time the Proxy Statement is first mailed to stockholders of the Company or and at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except, in each case, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.
Appears in 3 contracts
Samples: Merger Agreement (Automatic Data Processing Inc), Agreement and Plan of Merger (Cunningham Graphics International Inc), Agreement and Plan of Merger (Automatic Data Processing Inc)
Offer Documents; Proxy Statement. (1) None of the information supplied by the Company for inclusion in (or incorporated by reference in) (i) the Offer Documents and the Schedule 14D-9 will, on at the date each times such document is documents are filed with the SEC or on and are mailed to the date each such document is first published, sent or given to stockholders shareholders of the Company, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by the Company or an affiliate of the Company expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
(ii2) None of the information supplied by Parent, Purchaser or any affiliate of Parent or Purchaser for inclusion in the Proxy Statement (if required by applicable Law) or the Schedule 14D-9 will, on at the date of filing with the SEC, and, in the case of the Proxy Statement, at the time the Proxy Statement is first mailed to stockholders of the Company or and at the time of the Company Special Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except, in each case, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.
Appears in 3 contracts
Samples: Shareholder Tender Agreement (Dicks Sporting Goods Inc), Shareholder Tender Agreement (Galyans Trading Co Inc), Shareholder Tender Agreement (Galyans Trading Co Inc)
Offer Documents; Proxy Statement. (i) None of the information supplied by the Company for inclusion in (or incorporated by reference in) (i) the Offer Documents and the Schedule 14D-9 will, on at the date each times such document is documents are filed with the SEC or on and are mailed to the date each such document is first published, sent or given to stockholders shareholders of the Company, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by the Company or an affiliate of the Company expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
(ii) None of the information supplied by Parent, Purchaser or any affiliate of Parent or Purchaser for inclusion in the Proxy Statement (if required by applicable Law) or the Schedule 14D-9 will, on at the date of filing with the SEC, and, in the case of the Proxy Statement, at the time the Proxy Statement is first mailed to stockholders of the Company or and at the time of the Company Special Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except, in each case, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.
Appears in 3 contracts
Samples: Merger Agreement (Galyans Trading Co Inc), Merger Agreement (Dicks Sporting Goods Inc), Merger Agreement (Galyans Trading Co Inc)
Offer Documents; Proxy Statement. (a) None of the information supplied by the Company for inclusion in (or incorporated by reference in) (i) the Offer Documents and the Schedule 14D-9 will, on at the date each times such document is documents are filed with the SEC or on and are mailed to the date each such document is first published, sent or given to stockholders shareholders of the Company, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by the Company or an affiliate of the Company expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
(iib) None of the information supplied by Parent, Purchaser or any affiliate of Parent or Purchaser specifically for inclusion in the Proxy Statement (if required by applicable Law) or the Schedule 14D-9 will, on at the date of filing with the SEC, and, in the case of the Proxy Statement, at the time the Proxy Statement is first mailed to stockholders of the Company or and at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except, in each case, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.
Appears in 2 contracts
Samples: Merger Agreement (Compusa Inc), Merger Agreement (United Technologies Corp /De/)
Offer Documents; Proxy Statement. None of the information supplied by the Company for inclusion in (or incorporated by reference in) (i) the Offer Documents and the Schedule 14D-9 will, on the date each such document is filed with the SEC or on the date each such document is first published, sent or given 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 light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement (if required by applicable Law) will, on the date the Proxy Statement is first mailed to stockholders of the Company or at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except, in each case, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.
Appears in 2 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Omrix Biopharmaceuticals, Inc.)
Offer Documents; Proxy Statement. (a) None of the information supplied by the Company for inclusion in (or incorporated by reference in) (i) the Offer Documents and the Schedule 14D-9 will, on at the date each times such document is documents are filed with the SEC or on and are mailed to the date each such document is first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by the Company or an affiliate of the Company expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
(iib) None of the information supplied by Parent, Purchaser or any affiliate of Parent or Purchaser for inclusion in the Proxy Statement (if required by applicable Law) or the Schedule 14D-9 will, on at the date of filing with the SEC, and, in the case of the Proxy Statement, at the time the Proxy Statement is first mailed to stockholders of the Company or and at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except, in each case, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.
Appears in 2 contracts
Samples: Merger Agreement (Numerical Technologies Inc), Merger Agreement (Synopsys Inc)
Offer Documents; Proxy Statement. (a) None of the information supplied by the Company for inclusion in (or incorporated by reference in) (i) the Offer Documents and the Schedule 14D-9 will, on at the date each times such document is documents are filed with the SEC or on and are mailed to the date each such document is first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by the Company or an affiliate of the Company for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
(iib) None of the information supplied by Parent, Purchaser or any affiliate of Parent or Purchaser for inclusion in the Proxy Statement (Statement, if required by applicable Law) applicable, or the Schedule 14D-9 will, on at the date of filing with the SEC, and, in the case of the Proxy Statement, if applicable, at the time the Proxy Statement is first mailed to stockholders of the Company or and at the time of the Company Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except, in each case, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.
Appears in 1 contract
Offer Documents; Proxy Statement. (a) None of the Offer Documents nor any of the information supplied by the Company Parent, the Sub or any of the Parent's other Subsidiaries specifically for inclusion in (or incorporated by reference in) (i) the Offer Documents and the Schedule 14D-9 will, on at the date each such document is respective times the Offer Documents (including any amendments or supplements thereto) or the Schedule 14D-9 are filed with the SEC Commission or on the date each such document is are first published, sent or given to stockholders of stockholders, as the Companycase 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 included therein, in the light of the circumstances under which they were made, not misleading, . The Offer Documents and the Offer will comply as to form
(iib) The information supplied by the Parent and its affiliates specifically for inclusion or incorporation by reference in the Proxy Statement (Statement, if required by applicable Law) willrequired, on will not, at the date time the Proxy Statement is first mailed to the Company's stockholders of the Company or and at the time of the Company Special Meeting, contain any untrue statement statement, which at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not false and misleading.
(c) Notwithstanding the foregoing, in light of the circumstances under which they were made, not misleading, except, in each case, that Parent and the Sub make no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein in any of the foregoing documents based on information supplied by or on behalf of Parent or Merger Sub the Company specifically for inclusion or incorporation by reference therein.
Appears in 1 contract