Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC 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 in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, at the time of the SCB Shareholders' Meeting and 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 light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Ciber Inc), Agreement and Plan of Merger (Ciber Inc), Agreement and Plan of Merger (SCB Computer Technology Inc)

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Proxy Statement/Prospectus. Each of the Warrantors shall use commercially reasonable efforts to provide promptly to Pantheon such information concerning the business affairs and consolidated financial statements of the Target as may reasonably be required for inclusion in the Proxy Statement/Prospectus (except that the Warrantors shall only be required to provide three (3) years of selected consolidated financial data of the Target in connection with the Proxy Statement/Prospectus, or in any amendments or supplements thereto), shall direct that its counsel cooperate with Pantheon’s counsel in the preparation of the Proxy Statement/Prospectus and shall request the cooperation of Pantheon’s auditors in the preparation of the Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB or on behalf of the Warrantors for inclusion or incorporation incorporate by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC 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 in order to make the statements therein not misleading and (ii) the Proxy Statement/ProspectusProspectus will, as it may be amended from at the time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholders, filed with the SEC or at the time of it becomes effective under the SCB Shareholders' Meeting and at the Effective TimeSecurities 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 false misleading. If any information provided by the Warrantors is discovered or misleadingany event occurs with respect to any of the Warrantors, or any change occurs with respect to the other information provided by the Warrantors included in the Proxy Statement/Prospectus which is required to be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus so that such document does not include any misstatement of a material fact or omit to state any material fact necessary to correct any statement make the statements therein, in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions light of the Exchange Act and circumstances under which they were made, not misleading, the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any Warrantors shall notify Pantheon promptly of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documentssuch event.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pantheon China Acquisition Corp.), Agreement and Plan of Merger (Pantheon Arizona Corp.), Agreement and Plan of Merger (China Cord Blood Corp)

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ARIS for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC 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 in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB ARIS in connection with the meeting of SCBARIS's shareholders to consider the adoption of this Agreement shallshall not, on the date the Proxy Statement/Prospectus is first mailed to SCBARIS's shareholders, at the time of the SCB ARIS Shareholders' Meeting and 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 light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ARIS Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB ARIS or any of its affiliates, officers or directors should be discovered by SCB ARIS which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB ARIS shall promptly inform CIBER. Notwithstanding the foregoing, SCB ARIS makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ciber Inc), Agreement and Plan of Merger (Aris Corp/)

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ALPHANET for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC 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 in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB ALPHANET in connection with the meeting of SCB's shareholders ALPHANET Shareholders Meeting to consider the adoption of this Agreement shallshall not, on the date the Proxy Statement/Prospectus is first mailed to SCBALPHANET's shareholders, at the time of the SCB Shareholders' ALPHANET Shareholders Meeting and 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 light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' ALPHANET Shareholders Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth of ALPHANET discover that any information in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/ProspectusStatement/ Prospectus does not comply with this Section 3.21, SCB ALPHANET shall promptly inform CIBER. Notwithstanding the foregoing, SCB ALPHANET makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ciber Inc), Agreement and Plan of Merger (Ciber Inc)

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB TIBCO for -------------------------- inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will Registration Statement shall not at the time it the Registration Statement is filed with the SEC and 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 in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (ii) misleading. The information supplied by TIBCO for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shallProspectus shall not, on the date the Proxy Statement/Prospectus is first mailed to SCBTalarian's shareholders, stockholders or at the time of the SCB ShareholdersTalarian Stockholders' Meeting and 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 light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersTalarian Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB TIBCO or any of its affiliates, officers or directors should be discovered by SCB TIBCO which should is required to be set forth in an amendment to the prospectus supplement to the Form S-4 Registration Statement or a supplement to the Proxy Statement/Prospectus, SCB TIBCO shall promptly inform CIBERTalarian and provide the necessary information for inclusion in any such amendment or supplement. Notwithstanding the foregoing, SCB TIBCO makes no representation or warranty with respect to any information supplied by CIBER Talarian which is contained in any of the foregoing documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Talarian Corp), Agreement and Plan of Merger (Tibco Software Inc)

Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ISP for inclusion or incorporation by reference in the proxy statement/prospectus (ithe "Proxy Statement") the prospectus supplement to be mailed to the Form S-4stockholders of ISP in connection with the meeting of stockholders of ISP convened in accordance with Section 5.05 or in the Registration Statement (as defined in Section 5.04) will, as it may be amended from time to time(a) in the case of the Registration Statement, will at the time it is filed with the SEC under Securities and Exchange Commission (the Securities Act, contain "SEC") or 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 not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholdersother regulatory authority, at the time of the SCB Shareholders' Meeting it becomes effective and at the Effective TimeDate, 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 false or misleading, or (b) in the case of the Proxy Statement, at the time it is filed with the SEC or any other regulatory authority, at the time of the mailing of the Proxy Statement or any amendment or supplement thereto, at the time of the meetings of the stockholders to which the Proxy Statement relates and at the Effective Date, 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 any statement make the statements therein, in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions light of the Exchange Act and the rules and regulations thereundercircumstances under which they are made, not misleading. If at any time prior to the Effective Time, Date any event relating with respect to SCB ISP, its officers and directors or any of its affiliates, officers or directors subsidiaries should occur which is required to be discovered by SCB which should be set forth described in an amendment to the prospectus supplement to the Form S-4 of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of ISP. The Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding Statement and any other SEC filing in connection with the foregoing, SCB makes no representation or warranty Merger will comply (with respect to any information supplied by CIBER which is contained ISP) in any all material respects, as to form, with the applicable requirements of each of the foregoing documentsSecurities Act and the Exchange Act, and the respective rules and regulations thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Isp Holdings Inc)

Proxy Statement/Prospectus. Each of the SM Parties shall use commercially reasonable efforts to provide promptly to Ideation such information concerning its and the other Group Companies’ business affairs and financial statements as is required under applicable Legal Requirements for inclusion in the Proxy Statement/Prospectus (including the Audited Financial Statements and the Unaudited Financial Statements), shall direct that its counsel cooperate with Ideation’s counsel in the preparation of the Proxy Statement/Prospectus and the Form S-4 Registration Statement and shall request the cooperation of Ideation’s auditors in the preparation of the Proxy Statement/Prospectus and the Form S-4 Registration Statement. None of the information supplied or to be supplied by SCB or on behalf of the SM Parties for inclusion or incorporation by reference in (i) the prospectus supplement to Proxy Statement/Prospectus and the Form S-4S-4 Registration Statement will, as it may be amended from time to time, will at the time it the Proxy Statement/Prospectus or the Form S-4 Registration Statement is filed with the SEC 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 in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading and (ii) misleading. If any information provided by the Proxy Statement/ProspectusSM Parties is discovered or any event occurs with respect to any of the SM Parties, as it may be amended from time to time, to be sent or any change occurs with respect to the shareholders of SCB other information provided by the SM Parties included in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shall, on the date the Proxy Statement/Prospectus or the Form S-4 Registration Statement which is first mailed required to SCB's shareholdersbe described in an amendment of, at or a supplement to, the time of the SCB Shareholders' Meeting and at the Effective Time, contain Proxy Statement/Prospectus or Form S-4 Registration Statement so that such document does not include any untrue statement misstatement 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 were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation SM Parties shall notify Ideation promptly of proxies for the SCB Shareholders' Meeting which has become false or misleadingsuch event. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB shall promptly inform CIBER. Notwithstanding the foregoing, SCB makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.A-34

Appears in 1 contract

Samples: Agreement and Plan of Merger (Id Arizona Corp.)

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB Maxis for inclusion or incorporation by reference in (i) the prospectus supplement Form S-4 registration statement relating to the Form S-4, as it may be amended from time to time, will issuance of Electronic Arts Common Stock in the Merger (the "Registration Statement") shall not at the time it the Registration Statement is filed with the SEC and 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 in order to make the statements therein not misleading and (ii) misleading. The information supplied by Maxis for inclusion in the Proxy Statementproxy statement/Prospectus, as it may be amended from time to time, prospectus to be sent to the shareholders stockholders of SCB Maxis in connection with the meeting of SCB's shareholders Maxis' stockholders to consider the approval and adoption of this Agreement shalland the approval of the Merger (the "Maxis Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to SCB's shareholdersMaxis' stockholders, at the time of the SCB ShareholdersMaxis Stockholders' Meeting and 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 light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersMaxis Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB Maxis or any of its affiliates, officers or directors should be discovered by SCB Maxis which should be set forth in an amendment to the prospectus supplement to the Form S-4 Registration Statement or a supplement to the Proxy Statement/Prospectus, SCB Maxis shall promptly inform CIBERElectronic Arts. Notwithstanding the foregoing, SCB Maxis makes no representation or warranty with respect to any information supplied by CIBER Electronic Arts or Merger Sub which is contained in any of the foregoing documents.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Electronic Arts Inc)

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Proxy Statement/Prospectus. None of the information supplied or to be supplied by SCB ALPHANET for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will at the time it is filed with the SEC 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 in order to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB ALPHANET in connection with the meeting of SCB's shareholders ALPHANET Shareholders Meeting to consider the adoption of this Agreement shallshall not, on the date the Proxy Statement/Prospectus is first mailed to SCB's ALPHANET’s shareholders, at the time of the SCB Shareholders' ALPHANET Shareholders Meeting and 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 light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' ALPHANET Shareholders Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB or any of its affiliates, officers or directors should be discovered by SCB which should be set forth of ALPHANET discover that any information in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/ProspectusStatement/ Prospectus does not comply with this Section 3.21, SCB ALPHANET shall promptly inform CIBER. Notwithstanding the foregoing, SCB ALPHANET makes no representation or warranty with respect to any information supplied by CIBER which is contained in any of the foregoing documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alphanet Solutions Inc)

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB the Company for inclusion in Parent’s proxy statement/prospectus included in the Company’s Registration Statement on Form S-4 in connection with obtaining approval of the Merger by Parent’s stockholders and registration of the issuance of the Merger Consideration (such proxy statement/prospectus as amended or incorporation by reference in (isupplemented is referred to herein as the “ Proxy Statement/Prospectus”) the prospectus supplement to the Form S-4, as it may be amended from time to time, will shall not at the time it the Proxy Statement/Prospectus is filed with the SEC and 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 in order to make the statements therein not misleading and (ii) misleading. The information to be supplied by the Company for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, Prospectus to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders Parent’s stockholders to consider the adoption approval of this Agreement shall(the “Parent Stockholders’ Meeting”) shall not, on the date the Proxy Statement/Prospectus is first mailed to SCB's shareholdersParent’s stockholders, and at the time of the SCB Shareholders' Meeting and at the Effective TimeParent 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 light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the SCB Shareholders' Parent Stockholders’ Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB the Company or any of its affiliates, officers or directors should be discovered by SCB the Company which should in the reasonable opinion of the Company be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB the Company shall promptly inform CIBERParent. Notwithstanding the foregoing, SCB the Company makes no representation or warranty with respect to any information supplied by CIBER Parent or any Person other than the Company which is contained in any of the foregoing documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB the Company for inclusion in Parent's proxy statement/prospectus included in the Company's Registration Statement on Form S-4 in connection with obtaining approval of the Merger by Parent's stockholders and registration of the issuance of the Merger Consideration (such proxy statement/prospectus as amended or incorporation by reference in (isupplemented is referred to herein as the "PROXY STATEMENT/PROSPECTUS") the prospectus supplement to the Form S-4, as it may be amended from time to time, will shall not at the time it the Proxy Statement/Prospectus is filed with the SEC and 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 in order to make the statements therein not misleading and (ii) misleading. The information to be supplied by the Company for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, Prospectus to be sent to the shareholders of SCB in connection with the meeting of SCBParent's shareholders stockholders to consider the adoption approval of this Agreement shall(the "PARENT STOCKHOLDERS' MEETING") shall not, on the date the Proxy Statement/Prospectus is first mailed to SCBParent's shareholdersstockholders, and at the time of the SCB ShareholdersParent Stockholders' Meeting and at the Effective TimeMeeting, 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 false or misleading, ; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersParent Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB the Company or any of its affiliates, officers or directors should be discovered by SCB the Company which should in the reasonable opinion of the Company be set forth in an amendment to the prospectus supplement to the Form S-4 or a supplement to the Proxy Statement/Prospectus, SCB the Company shall promptly inform CIBERParent. Notwithstanding the foregoing, SCB the Company makes no representation or warranty with respect to any information supplied by CIBER Parent or any Person other than the Company which is contained in any of the foregoing documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)

Proxy Statement/Prospectus. None of the The information supplied or to be supplied by SCB Electronic Arts for inclusion or incorporation by reference in (i) the prospectus supplement to the Form S-4, as it may be amended from time to time, will Registration Statement shall not at the time it the Registration Statement is filed with the SEC and 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 in order to make the statements therein not misleading and (ii) misleading. The information supplied by Electronic Arts for inclusion in the Proxy Statement/Prospectus, as it may be amended from time to time, to be sent to the shareholders of SCB in connection with the meeting of SCB's shareholders to consider the adoption of this Agreement shallStatement shall not, on the date the Proxy Statement/Prospectus Statement is first mailed to SCB's shareholdersMaxis' stockholders, at the time of the SCB ShareholdersMaxis Stockholders' Meeting and 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 light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the SCB ShareholdersMaxis Stockholders' Meeting which has become false or misleading. The Proxy Statement/Prospectus Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to SCB Electronic Arts or any of its affiliates, officers or directors should be discovered by SCB Electronic Arts which should be set forth in an amendment to the prospectus supplement to the Form S-4 Registration Statement or a supplement to the Proxy Statement/Prospectus, SCB Electronic Arts shall promptly inform CIBERMaxis. Notwithstanding the foregoing, SCB Electronic Arts makes no representation or warranty with respect to any information supplied by CIBER Maxis which is contained in any of the foregoing documents.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Electronic Arts Inc)

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