Proxy Statement; Registration Statements Sample Clauses

Proxy Statement; Registration Statements. None of the information regarding any of Starwood or any of its Subsidiaries (including the Vistana Entities), the Vistana Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by Starwood or Vistana or any of their respective Subsidiaries specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the Registration Statement, the Vistana Registration Statement or the documents relating to the Distribution that are filed with the SEC and/or distributed to Starwood stockholders (the “Distribution Documents”) will, in the case of the definitive Proxy Statement and the Distribution Documents or any amendment or supplement thereto, at the time of the mailing of the definitive Proxy Statement and the Distribution Documents and any amendment or supplement thereto, or, in the case of the Registration Statement and the Vistana Registration Statement, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an 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 are made, not misleading. The Vistana Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by Starwood or Vistana with respect to information provided by ILG specifically for inclusion in, or incorporation by reference into, the Vistana Registration Statement.

Proxy Statement; Registration Statements. None of the information regarding any of the Company or any of its Subsidiaries (including the SpinCo Entities), the SpinCo Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by the Company or SpinCo or any of their respective Subsidiaries specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the Parent Registration Statement, the SpinCo Registration Statement, the Schedule TO or the documents relating to the Distribution that are filed with the SEC and/or distributed to Company stockholders or Parent shareholders (the “Distribution Documents”) will, in the case of the Proxy Statement and the Distribution Documents or any amendment or supplement thereto, at the time of the first mailing of the Proxy Statement and the Distribution Documents and of any amendment or supplement thereto, or, in the case of the Parent Registration Statement or the SpinCo Registration Statement, at the time such registration statement becomes effective, on the date of the Parent Shareholders Meeting, at the Distribution Date or on the closing of the Exchange Offer or at the Effective Time, contain an untrue or false 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 are made, not false or misleading. The SpinCo Registration Statement and the Schedule TO will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by the Company or SpinCo with respect to information provided by Parent specifically for inclusion in, or incorporation by reference into, the SpinCo Registration Statement.

Proxy Statement; Registration Statements. None of the information regarding ILG or the ILG Subsidiaries or the transactions contemplated by this Agreement provided by ILG specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the Registration Statement or the Vistana Registration Statement will, in the case of the definitive Proxy Statement or any amendment or supplement thereto, at the time of the mailing of the definitive Proxy Statement and any amendment or supplement thereto, or, in the case of the Registration Statement and the Vistana Registration Statement, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an 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 are made, not misleading. The Proxy Statement and the Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by ILG with respect to information provided by Starwood or Vistana specifically for inclusion in, or incorporation by reference into, the Proxy Statement or the Registration Statement.

Proxy Statement; Registration Statements. (a) As promptly as practicable after the execution of this Agreement, (i) the Parent and the Company shall jointly prepare and file with the SEC a single document that will constitute (A) the proxy statement of the Company relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") to be held to consider approval and adoption of this Agreement and the Merger, (B) the proxy statement of the Parent relating to the special meeting of the Parent's stockholders (the "PARENT STOCKHOLDERS MEETING") to be held to consider approval of the issuance of the Parent Common Stock to be issued in the Merger, (C) the registration statement on Form S-4 of the Parent (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with the registration under the Securities Act of the Parent Common Stock to be issued to the stockholders of the Company in connection with the Merger and the prospectus included in the Registration Statement (such single document, together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") and (ii) the Parent shall prepare and file with the SEC the registration statement on Form S-4 of the Parent or a shelf registration statement on Form S-3, as the case may be (together with all amendments thereto, the "EXCHANGE OFFER REGISTRATION STATEMENT"), providing for the offer to exchange and consent solicitation by Parent and registration under the Securities Act of certain of its new 10 1/2% Senior Notes due 2007 (the "NEW PARENT NOTES") to holders of each of the Company's 14 1/2% Senior Discount Notes due 2004 (the "COMPANY SENIOR NOTES") and Convertible Notes, which New Parent Notes will have the terms substantially as specified in Section 5.5 of the Parent Disclosure Letter and which exchange offer and consent solicitation will be commenced on the basis and with the terms substantially as specified in Section 5.5 of the Parent Disclosure Letter (the "EXCHANGE OFFER"). Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to NASDAQ and the American Stock Exchange. The Parent and the Company each shall use its reasonable best efforts to cause the Registration Statement and the Exchange Offer Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "REGISTRATION STATEMENT EFFECTIVE DATE"), the Parent shall take all...

Proxy Statement; Registration Statements. (a) As promptly as practicable after the execution of this Agreement, (i) the Parent and the Company shall jointly prepare and file with the SEC a single document that will constitute (A) the proxy statement of the Company relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") to be held to consider approval and adoption of this Agreement and the Merger, (B) the proxy statement of the Parent relating to the special meeting of the Parent's stockholders (the "PARENT STOCKHOLDERS MEETING") to be held to consider approval of the issuance of the Parent Common Stock to be issued in the Merger, (C) the registration statement on Form S-4 of the Parent (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with the

Proxy Statement; Registration Statements. None of the information regarding Clover or the Clover Subsidiaries or the transactions contemplated by this Agreement or the Transaction Documents provided by Clover specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the Clover Registration Statement, the SpinCo Registration Statement or the Distribution Documents will, in the case of the definitive Proxy Statement or any amendment or supplement thereto, at the time of the mailing of the definitive Proxy Statement and any amendment or supplement thereto, or, in the case of the Clover Registration Statement, the SpinCo Registration Statement and the Distribution Documents, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an 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 are made, not misleading. The Proxy Statement and the Clover Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by Clover with respect to information provided by Moon or SpinCo specifically for inclusion in, or incorporation by reference into, the Proxy Statement or the Clover Registration Statement.

Proxy Statement; Registration Statements. None of the information regarding RMT Partner or any of the RMT Partner Subsidiaries or the transactions contemplated by this Agreement or any Transaction Document to be provided by RMT Partner or any RMT Partner Subsidiaries specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the RMT Partner Registration Statement, the SpinCo Registration Statement or the Distribution Documents will, in the case of the Proxy Statement or the Distribution Documents or any amendment or supplement thereto, at the time of the first mailing of the Proxy Statement and the Distribution Documents and of any amendment or supplement thereto, or, in the case of the RMT Partner Registration Statement and the SpinCo Registration Statement, at the time such registration statement becomes effective, on the date of the RMT Partner Stockholders Meeting, at the Distribution Date or at the Effective Time, contain an untrue or false 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 are made, not false or misleading. The Proxy Statement and the RMT Partner Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by RMT Partner with respect to information provided by the Company or SpinCo specifically for inclusion in, or incorporation by reference into, the Proxy Statement or the RMT Partner Registration Statement.

Proxy Statement; Registration Statements. None of the information regarding any of Houston or any of its Subsidiaries (including the ▇▇▇▇▇▇▇ Entities), the ▇▇▇▇▇▇▇ Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by Houston or Everett or any of their respective Subsidiaries specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the Chicago Registration Statement, the ▇▇▇▇▇▇▇ Registration Statement or the documents relating to the Distribution that are filed with the SEC and/or distributed to Houston stockholders (the “Distribution Documents”) will, in the case of the definitive Proxy Statement and the Distribution Documents or any amendment or supplement thereto, at the time of the mailing of the definitive Proxy Statement and the Distribution Documents and any amendment or supplement thereto, or, in the case of the Chicago Registration Statement and the ▇▇▇▇▇▇▇ Registration Statement, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an 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 are made, not misleading. The ▇▇▇▇▇▇▇ Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by Houston or ▇▇▇▇▇▇▇ with respect to information provided by Chicago specifically for inclusion in, or incorporation by reference into, the ▇▇▇▇▇▇▇ Registration Statement.

Proxy Statement; Registration Statements. None of the information regarding Chicago or the Chicago Subsidiaries or the transactions contemplated by this Agreement provided by Chicago specifically for inclusion in, or incorporation by reference into, the Proxy Statement, the Chicago Registration Statement or the Everett Registration Statement will, in the case of the definitive Proxy Statement or any amendment or supplement thereto, at the time of the mailing of the definitive Proxy Statement and any amendment or supplement thereto, or, in the case of the Chicago Registration Statement and the Everett Registration Statement, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an 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 are made, not misleading. The Proxy Statement and the Chicago Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by Chicago with respect to information provided by Houston or Everett specifically for inclusion in, or incorporation by reference into, the Proxy Statement or the Chicago Registration Statement.