Proxy Statement; Company Information. The proxy statement of the Company to be filed with the SEC in connection with the Merger (the “Proxy Statement”) and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Proxy Statement or any amendment or supplement thereto filed with the SEC and is first mailed to shareholders of the Company, and at the time of the Shareholders Meeting, the Proxy Statement, as supplemented or amended, if applicable, 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 under which they were made, not misleading. The representations and warranties contained in this Section 3.08 will not apply to statements or omissions included in the Proxy Statement based upon information furnished to the Company in writing by Parent or Merger Sub specifically for use therein.
Appears in 2 contracts
Samples: Merger Agreement (Magicjack Vocaltec LTD), Merger Agreement (B. Riley Financial, Inc.)
Proxy Statement; Company Information. The proxy statement of the Company to be Proxy Statement and any other documents filed with the SEC in connection with the Merger (the “Proxy Statement”) and any amendments or supplements thereto will, when filed, this Agreement will comply as to form in all material respects with the applicable requirements of applicable Law (including the Exchange Act. At Act and the time rules and regulations of the SEC promulgated thereunder), and will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto filed with the SEC and thereto) is first mailed to shareholders of the Company, at the time of the Company Shareholders Meeting and at the time of the Shareholders Meetingany amendment or supplement thereto, the Proxy Statement, as supplemented or amended, if applicable, 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, therein not misleading at the time and in the light of the circumstances under which they were such statement is made. Notwithstanding the foregoing, not misleading. The representations and warranties contained in this Section 3.08 will not apply no representation or warranty is made by the Company with respect to statements made or omissions included in the Proxy Statement incorporated by reference therein based upon on information furnished to the Company in writing supplied by Parent or Merger Sub specifically for use inclusion or incorporation by reference therein.
Appears in 2 contracts
Samples: Merger Agreement (Allete Inc), Merger Agreement (Allete Inc)