Common use of Parent Information Clause in Contracts

Parent Information. The information relating to Parent or any Subsidiary of Parent to be included or incorporated by reference in the Joint Proxy Statement and the Form S-4 will not, at the time the Form S-4 is declared effective, the time the Joint Proxy Statement is first mailed to stockholders of the Company and Parent and the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The information relating to Parent or any Subsidiary of Parent that is provided or to be provided by Parent or its Representatives for inclusion in any document (other than the Form S-4) filed with any other Governmental Entity in connection with the transactions contemplated by this Agreement will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated hereby (including the Joint Proxy Statement and the Form S-4) (except for such portions thereof that relate only to the Company or any of its Subsidiaries) will comply as to form and substance in all material respects with the provisions of the Securities Act and the Exchange Act.

Appears in 4 contracts

Samples: Merger Agreement (Amtech Systems Inc), Merger Agreement (Btu International Inc), Merger Agreement (Contango Oil & Gas Co)

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Parent Information. The information relating to Parent and its Subsidiaries that is provided by Parent or any Subsidiary of Parent to be included or incorporated by reference its representatives for inclusion in the Joint Proxy Statement Statement/Prospectus and Registration Statement, or in any other document filed with any other Governmental Authority in connection with the Form S-4 Merger Transactions, will notnot (i) in the case of the Registration Statement, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effectiveeffective under the Securities Act, and (ii) in the time case of the Joint Proxy Statement Statement/Prospectus, at the date it is first mailed to each of the Company’s and Parent’s stockholders or at the time of each of the Company and Parent and the time of the Company Stockholder Stockholders Meeting and the Parent Stockholder Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The information relating to Parent or any Subsidiary of Parent that is provided or to be provided by Parent or its Representatives for inclusion in any document (other than the Form S-4) filed with any other Governmental Entity in connection with the transactions contemplated by this Agreement will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated hereby (including Registration Statement and the Joint Proxy Statement and the Form S-4) Statement/Prospectus (except for such portions thereof that relate only to the Company or any of its Subsidiaries) will comply as to form and substance in all material respects with the provisions of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act.

Appears in 2 contracts

Samples: Merger Agreement (Delek US Holdings, Inc.), Merger Agreement (Alon USA Energy, Inc.)

Parent Information. The None of the information relating to Parent and its Subsidiaries that is provided by Parent or any Subsidiary of Parent to be included its Representatives specifically for inclusion or incorporated incorporation by reference in the Joint Proxy Statement and (a) the Form S-4 will notwill, at the time the Form S-4 is declared effectivefiled with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Joint Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date the Proxy Statement is first mailed to the stockholders of the Company and Parent and at the time of the Company Stockholder Meeting and the Parent Stockholder Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading. The information relating to Parent or any Subsidiary of Parent that is provided or to be provided by Parent or its Representatives for inclusion in any document (other than the Form S-4) filed with any other Governmental Entity in connection with the transactions contemplated by this Agreement will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated hereby (including the Joint Proxy Statement and the Form S-4) (except for such portions thereof that relate only to the Company or any of its Subsidiaries) S-4 will comply as to form and substance in all material respects with the provisions requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by Parent with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Hertz Global Holdings Inc)

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Parent Information. The information relating to Parent or any Subsidiary of Parent to be included or incorporated by reference in the Joint Proxy Statement and the Form S-4 will not, at the time the Form S-4 is declared effective, the time the Joint Proxy Statement is first mailed to stockholders of Parent and the Company and Parent and the time of the Company Parent Stockholder Meeting and the Parent Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The information relating to Parent or any Subsidiary of Parent that is provided or to be provided by Parent or its Representatives for inclusion in any document (other than the Form S-4) filed with any other Governmental Entity in connection with the transactions contemplated by this Agreement will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated hereby (including the Joint Proxy Statement and the Form S-4) (except for such portions thereof that relate only to the Company or any of its Subsidiaries) will comply as to form and substance in all material respects with the provisions of the Securities Act and the Exchange Act.

Appears in 2 contracts

Samples: Merger Agreement (Medytox Solutions, Inc.), Merger Agreement (CollabRx, Inc.)

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