Proxy Information. The information contained in the SED Meeting Circular (other than information supplied by DSS or Buyer or any of their Affiliates specifically for use therein) as of the date thereof, and up to and including the date of the SED Stockholders’ Meeting, (i) will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances in which they were made, not misleading, (ii) will disclose all facts that the SED board of directors deems material to a vote on this Agreement and the transactions contemplated hereby, and (iii) will comply in all material respects with the provisions of applicable Singapore law. The information contained in the DSS Proxy Statement supplied by SED, Seller or any member of the Company Group, or any of their Affiliates specifically for use therein as of the date thereof, and up to and including the date of the DSS Stockholders’ Meeting, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances in which they were made, not misleading.
Proxy Information. The Company shall provide counsel to the Underwriters with ten copies of all proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission.
Proxy Information. Black Range must ensure that, in respect of the Black Range Resolutions submitted to the Black Range Shareholders' Meeting in relation to approval of the Scheme, the Black Range Share Registrar delivers to Western:
Proxy Information. If Seller files a Proxy Statement in connection with the transactions contemplated hereby, Purchaser agrees to supply information for inclusion in the Proxy Statement upon the request of Seller. The information supplied in writing or to be supplied by Purchaser or its subsidiaries in writing for inclusion or incorporation by reference in the Proxy Statement to be filed by Seller in connection with the transactions contemplated hereby, including any amendments and supplements thereto, will not, either at the date mailed to stockholders or at the time of any meeting of stockholders of Seller to be held in connection with the transactions contemplated by this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Proxy Information. The information supplied by or on behalf of the Company for inclusion in the Proxy Statement related to the Acquired Companies will not, as of the date of the Proxy Statement, the time the Proxy Statement is mailed to the stockholders of Parent or as of the date of the Parent Stockholders’ Meeting (as defined in Section 5.4) (or any adjournment or postponement thereof), inaccurately state a material fact.
Proxy Information. The Company shall provide information relating to it (which information shall not 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 materially misleading) to Open Text sufficient for Open Text to comply with OSC Rule 54-501 (and equivalent rules and regulations under applicable US securities laws, to the extent, if any, applicable) in connection with the preparation of a proxy statement or information statement to be distributed to Open Text’s shareholders in connection with the Shareholder Approval and the issuance of the Tender Offer Shares hereunder (including any amendments or supplements thereto, the “Proxy Statement”), and shall request its auditors to consent to the inclusion in the Proxy Statement of the auditor’s reports in respect of the Company’s audited annual financial statements for the most recently completed three fiscal years, reconciled to Canadian generally accepted accounting principles, unless an exemption therefrom has been obtained.
Proxy Information. 13 14.8 Funding...............................................................13 14.9
Proxy Information. None of the information with respect to TGI which shall have been furnished by or on behalf of TGI for inclusion in the proxy solicitation material sent to the shareholders of USC in connection with the meeting of such shareholders to be held in accordance with Section 8 hereof shall be false or misleading in any material respect or shall fail to state any fact necessary to make the statements therein not false or misleading in any material respect.
Proxy Information. None of the information with respect to Vanden which shall have been furnished by or on behalf of Vanden for inclusion in the proxy solicitation material sent to the shareholders of Entropin in connection with the meeting of such shareholders to be held in accordance with Section 8 hereof shall be false or misleading in any material respect or shall fail to state any fact necessary to make the statements therein not false or misleading in any material respect.
Proxy Information. As a condition to CUAQ calling and holding the Stockholder Meeting (as hereinafter defined), the Vendors will furnish to CUAQ such information as is reasonably required by CUAQ for the preparation of the Proxy Statement (as hereinafter defined) in accordance with the requirements of SEC, including full and accurate descriptions of the Sihitech Business and e-Channels Business, material agreements affecting Sihitech, the Sihitech Business, e-Channels and e-Channels Business, the Vendors and the audited consolidated financial statements of Sihitech and e-Channels for each of the three years ended December 31, 2004, which financial statements will include a balance sheet, statement of operations and statement of cash flows, prepared in accordance with U.S. GAAP, together with the Last Financial Statements, as required by the rules and regulations of SEC for combination proxy statement disclosure (collectively, Proxy Information). The Proxy Information will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Proxy Information not misleading at the time of distribution by CUAQ and at the Closing, and the Vendors agree to promptly notify CUAQ of any material changes to the previously provided Proxy Information.
