Common use of Proxy Statement Clause in Contracts

Proxy Statement. None of the information supplied or to be supplied by Buyer for inclusion or incorporation by reference in the Proxy Statement will, as of the date the Proxy Statement is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated hereby, 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.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Fac Realty Trust Inc), Stock Purchase Agreement (Lfsri Ii Alternative Partnership L P), Stock Purchase Agreement (Prometheus Southeast Retail LLC)

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Proxy Statement. None of the The information supplied by Parent, Acquisition Sub or to be supplied by Buyer any of their respective Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement willwill not, as of at the date time the Proxy Statement is filed with the SEC, at the time the Proxy Statement is first mailed sent to the stockholders of the Company and as of Stockholders or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholder 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 the light of the circumstances under which they are were made, not misleading.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Silver Spring Networks Inc), Agreement and Plan of Merger (Itron Inc /Wa/), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

Proxy Statement. None of the information supplied or to be supplied by Buyer the Investor in writing for inclusion or incorporation by reference in the Proxy Statement willshall, as of at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ 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 the light of the circumstances under which they are were made, not misleading.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)

Proxy Statement. None of the information supplied by Parent or to be supplied by Buyer Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders shareholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySpecial 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 were made, not misleading.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Checkfree Corp \Ga\), Agreement and Plan of Merger (Aquantive Inc), Agreement and Plan of Merger (Corillian Corp)

Proxy Statement. None of the information supplied or to be supplied by Buyer Purchaser for inclusion or incorporation by reference in the Proxy Statement will, as of the date the Proxy Statement is first mailed to the stockholders time of the Company its mailing and as of the time of the meeting of the stockholders of the Company Company's shareholders in connection with the transactions contemplated herebytherewith, and as amended or supplemented by Purchaser, will contain any untrue statement of a material fact or omit to state any a 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, contained therein not misleading.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Harrington Financial Group Inc), Agreement and Plan of Merger (Abn Amro Bank Nv), Agreement and Plan of Merger (Standard Federal Bancorporation Inc)

Proxy Statement. None of the information supplied or to be supplied by Buyer Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the stockholders shareholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders 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 misleading.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Brightpoint Inc), Agreement and Plan of Merger (Ingram Micro Inc), Agreement and Plan of Merger (Tollgrade Communications Inc \Pa\)

Proxy Statement. None of the All information supplied or to be supplied by Buyer for inclusion or incorporation by reference included in the Proxy Statement will(as defined in Section 8.3) furnished by or relating to Purchaser and its Affiliates will not, as of at the date of mailing of the Proxy Statement is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyCompany, contain any untrue statement of a material fact or omit to state any a 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.

Appears in 2 contracts

Samples: Registration Rights Agreement (Metricom Inc / De), Registration Rights Agreement (Allen Paul G)

Proxy Statement. None of the information supplied or to be supplied by Buyer any of the Acquired Corporations for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed of mailing to the stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ Meeting (or any adjournment or postponement thereof), 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 were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ebay Inc), Agreement and Plan of Merger (Gsi Commerce Inc)

Proxy Statement. None of the information supplied or to be supplied by Buyer the Company for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySpecial 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 misleading. The Proxy Statement will comply as to form in all respects with the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (Audible Inc)

Proxy Statement. None of the information supplied by Investor, Parent or to be supplied by Buyer Sub specifically for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySpecial 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 were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (RenPac Holdings Inc.), Agreement and Plan of Merger (Pactiv Corp)

Proxy Statement. None of the The information supplied or to be supplied by Buyer the Purchasers in writing specifically for inclusion or incorporation by reference in the Proxy Statement willwill not, as of at the date the Proxy Statement is first mailed to the Company's stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders 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 misleading.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Transmedia Network Inc /De/), Stock Purchase and Sale Agreement (Samstock LLC)

Proxy Statement. None of the All information supplied or to be supplied by Buyer for inclusion or incorporation by reference included in the Proxy Statement will(as defined in Section 5.3) furnished by such Purchaser will not, as of at the date of mailing of the Proxy Statement is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyCompany, contain any untrue statement of a material fact or omit to state any a 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Novatel Wireless Inc), Securities Purchase Agreement (Cornerstone Iv LLC)

Proxy Statement. None of the information supplied or to be supplied by Buyer Parent or Purchaser for inclusion or incorporation by reference in the Proxy Statement willStatement, as of if required, at the date the such Proxy Statement is first mailed to the stockholders of the Company Company, and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders Meeting, if required, will 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (Audible Inc)

Proxy Statement. None of the The information supplied by Parent or to be supplied by Buyer the Purchaser for inclusion or incorporation by reference in the Proxy Statement will(and any amendment thereof) will not, as of at the date the Proxy Statement is first mailed to the stockholders of the Company Company’s shareholders and as of at the time of the meeting of the stockholders of the Company Company’s shareholders to be held in connection with the transactions contemplated herebyMerger, 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 made therein, in light of the circumstances under which they are made, not misleading...

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Seagate Technology PLC), Agreement and Plan of Merger (Xyratex LTD)

Proxy Statement. None of the information supplied or to be supplied by Buyer Company for inclusion or incorporation by reference in the Proxy Statement thereto will, as of at the date the Proxy Statement is first mailed of mailing to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated hereby, 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 the light of the circumstances under which they are such statement was made, not misleading.

Appears in 2 contracts

Samples: Release Agreement (Lawson Products Inc/New/De/), Release Agreement (Lawson Products Inc/New/De/)

Proxy Statement. None Each Investor shall provide such information as the Company reasonably requests for inclusion in the Proxy Statement and none of the information supplied or to be supplied by Buyer the Investor specifically for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyMeeting, 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.

Appears in 2 contracts

Samples: Registration Rights Agreement (Anderson Jack R), Registration Rights Agreement (Safeguard Health Enterprises Inc)

Proxy Statement. None of the information supplied contained or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement will, as of on the date the Proxy Statement on which it is first mailed to the stockholders of the Company and as of Company’s shareholders or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders 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 were made, not misleading; provided that the Company makes no representation regarding information provided in writing by Parent or its Subsidiaries for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Appears in 2 contracts

Samples: Agreement of Merger (Cadmus Communications Corp/New), Agreement of Merger (Cenveo, Inc)

Proxy Statement. None of the information supplied by Parent, Merger Sub or to be supplied by Buyer their officers, directors, representatives, agents or employees for inclusion or incorporation by reference in the Proxy Statement will, as of on the date the Proxy Statement is first mailed sent to the stockholders of the Company and as of Company’s stockholders, at the time of the meeting of Company Stockholders Meeting or at the stockholders of the Company in connection with the transactions contemplated herebyEffective 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 misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Henry Bros. Electronics, Inc.)

Proxy Statement. None of the The information supplied or to be supplied by Buyer Purchaser for inclusion or incorporation by reference in the Proxy Statement willshall not, as of on the date the Proxy Statement Statement, and any amendments or supplements thereto, is filed with the SEC or on SEDAR or is first mailed to the stockholders of the Company and as of Seller Shareholders or at the time of the meeting of the stockholders of the Company Special Meeting, in connection with the transactions contemplated herebyany such case, contain any Misrepresentation or 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 were made, not misleading.

Appears in 1 contract

Samples: Share Purchase Agreement (Sphere 3D Corp)

Proxy Statement. None of the information supplied or to be supplied by Buyer such Investor in writing for inclusion or incorporation by reference in the Proxy Statement willshall, as of at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ 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 the light of the circumstances under which they are were made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pathmark Stores Inc)

Proxy Statement. None of the information supplied or to be supplied by Buyer Purchaser for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the stockholders of the Company Company's shareholders and as of at the time of the meeting of the stockholders Company's shareholders held for the purpose of the Company in connection with the transactions contemplated herebyobtaining Shareholder Approval, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Samstock LLC)

Proxy Statement. None of the information supplied included or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Company Proxy Statement (as defined below) will, as of at the date the Proxy Statement it is first mailed to the Seller’s stockholders of the Company and as of or at the time of the meeting Company Stockholders Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany amendment or supplement thereof, 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 made therein, in the light of the circumstances under which they are were made, not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pledge Petroleum Corp)

Proxy Statement. None of the information supplied or to be supplied Information provided by Buyer any Group Company for inclusion or incorporation by reference use in the Proxy Statement will, as of on the date the Proxy Statement is or any amendments or supplements thereto are filed with the SEC or are first mailed published, sent or given to the stockholders of Buyer Stockholders, as the Company and case may be, not contain, as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyeach such date, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, made in the Proxy Statement not misleading in light of the circumstances under which they are made, not misleadingwere made (other than any such statements based on information provided by Buyer).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lifetime Brands, Inc)

Proxy Statement. None of the information relating to the Company or its Subsidiaries supplied or to be supplied by Buyer the Company, or by any other Person acting on behalf of the Company, in writing specifically for inclusion or incorporation by reference in the Proxy Statement will, as of the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyAcquiror’s stockholders, contain any untrue statement of a material fact or omit to state any a 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 misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Capital Corp III)

Proxy Statement. None of the information supplied or to be supplied by Buyer Purchaser or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, as of the date the Proxy Statement is first mailed to the stockholders of the Company (and as of any amendments thereof and supplements thereto) will at the time of the meeting mailing of the stockholders Proxy Statement to the shareholders of Purchaser and at the time of the Company in connection with the transactions contemplated hereby, Shareholder 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 were made, not misleading.

Appears in 1 contract

Samples: Agreement (New Century Equity Holdings Corp)

Proxy Statement. None of the information supplied or to be supplied by Buyer for inclusion or incorporation by reference in the Proxy Statement willStatement, as of the date the Proxy Statement is first mailed to the stockholders of the Company Shareholders and as of the time of the meeting of the stockholders of the Company Shareholders in connection with the transactions contemplated hereby, will 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Progressive Corp/Oh/)

Proxy Statement. None of the information supplied or to be supplied by Buyer Holdings or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders 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 the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Holdings and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wrigley Wm Jr Co)

Proxy Statement. None of the information supplied or to be supplied by Buyer Seller for inclusion or incorporation by reference in the Proxy Statement will, as of the date will cause the Proxy Statement is Statement, when first mailed to the stockholders shareholders of the Company Buyer and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyMeeting, to 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 therein, in light of the circumstances under which they are were made, not misleading."

Appears in 1 contract

Samples: Share Purchase Agreement (Scottish Annuity & Life Holdings LTD)

Proxy Statement. None of the information supplied or to be supplied by Buyer for inclusion or incorporation by reference in the Proxy Statement will, as of required to be filed in connection with the date the Proxy Statement is first mailed to the stockholders of the Company and as of Transactions (or any amendment or supplement thereto) will at the time of the meeting mailing of the stockholders Proxy State-ment and at the time of the Company in connection with the transactions contemplated hereby, Company’s Stockholder 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 misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Concorde Career Colleges Inc)

Proxy Statement. None of the information supplied or to be supplied by Buyer Sellers or the Acquired Companies specifically for inclusion or incorporation by reference in the Proxy Statement will, as of at the date time the Proxy Statement is first filed with the SEC or mailed to the Buyer Parent’s stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyBuyer Parent Stockholders Meeting, as applicable, 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 thereintherein with respect to the Acquired Companies, in light of the circumstances under which they are made, not materially misleading.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Nesco Holdings, Inc.)

Proxy Statement. None of The information relating to Acquisition or Acquiror provided to the information supplied Company by Acquisition or to be supplied by Buyer Acquiror specifically for inclusion or incorporation by reference in the Proxy Statement will, as of at the date time the Proxy Statement is first mailed sent to the stockholders of the Company and as of stockholders, at the time of the meeting of Special Meeting or at the stockholders of the Company in connection with the transactions contemplated herebyEffective Time, not 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 made therein, in light of the circumstances under which they are were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harding Lawson Associates Group Inc)

Proxy Statement. None of the information supplied by Parent, Merger Sub or to be supplied by Buyer their respective officers, directors, representatives, agents, employees or Affiliates for inclusion or incorporation by reference in the Proxy Statement will, as of on the date the Proxy Statement is first mailed sent to the stockholders of the Company and as of Company’s stockholders, at the time of the meeting of Company Stockholders Meeting or at the stockholders of the Company in connection with the transactions contemplated herebyEffective 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 misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger ('Mktg, Inc.')

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Proxy Statement. None of the The information supplied or to be supplied by Buyer Seller and the Company for inclusion or incorporation by reference in the Proxy Statement willshall not, as of on the date date(s) the Proxy Statement is first mailed to the stockholders of the Company Seller and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySeller Stockholder 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 were made, not misleading. No representation or warranty is made by Seller with respect to any information supplied or to be supplied by Purchaser or any of its Affiliates expressly for inclusion in the Proxy Statement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alj Regional Holdings Inc)

Proxy Statement. None of the information supplied or to be supplied by Buyer Acquiror or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date time the Proxy Statement is first mailed to the stockholders of Company, the time of the Company Meeting, and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyEffective 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 misleading. Notwithstanding the foregoing, Acquiror makes no representation or warranty with respect to any information supplied by Company which is contained in the Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Insightful Corp)

Proxy Statement. None of the information supplied or to be supplied by Buyer the Company Equityholder for inclusion or incorporation by reference in the Proxy Statement thereto will, as of at the date the Proxy Statement is first mailed of mailing to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated hereby, 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 the light of the circumstances under which they are such statement was made, not misleading.

Appears in 1 contract

Samples: Release Agreement (Lawson Products Inc/New/De/)

Proxy Statement. None Except for information provided by the Purchaser in writing expressly for inclusion therein, none of the information supplied contained or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement will, as of the date the Proxy Statement is first mailed to the stockholders of the Company and as of will at the time of the meeting mailing thereof or of the stockholders of meeting at which the Company in connection with the transactions contemplated herebyShareholder Approval is to be obtained, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diagnostic Products Corp)

Proxy Statement. None of the information supplied or to be supplied by Buyer the Investor in writing specifically for inclusion or incorporation by reference in the Proxy Statement willshall, as of at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ 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 the light of the circumstances under which they are were made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lexicon Pharmaceuticals, Inc./De)

Proxy Statement. None of the information supplied or to be supplied by Buyer the Company for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed of mailing to the stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders’ Meeting (or any adjournment or postponement thereof), 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 were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vaughan Foods, Inc.)

Proxy Statement. None of the The information supplied or to be supplied by Buyer the Purchaser Parties for inclusion or incorporation by reference in the Company Proxy Statement willshall not at the time filed with the SEC, as of at any time it is amended or supplemented, at the date the Proxy Statement time it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated hereby, 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 statement therein, in light of the circumstances under which they are were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meristar Hospitality Operating Partnership Lp)

Proxy Statement. None of the information supplied furnished by Parent or to be supplied by Buyer Purchaser expressly for inclusion or incorporation by reference in the Proxy Statement will, as of shall (a) at the date the Proxy Statement is first mailed to the stockholders holders of the Company and as Shares, (b) unless promptly corrected at any time during the pendency of the Stockholders' Meeting or (c) at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders' 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 made therein, in the light of the circumstances under which they are made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Communications Holding Co Inc)

Proxy Statement. None of the information supplied or to be supplied by Buyer --------------- Purchaser for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the stockholders of the Company Company's shareholders and as of at the time of the meeting of the stockholders Company's shareholders held for the purpose of the Company in connection with the transactions contemplated herebyobtaining Shareholder Approval, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Davel Communications Group Inc)

Proxy Statement. None of the information supplied or to be supplied by Buyer Seller for inclusion or incorporation by reference in the Proxy Statement will, as of the date Statements will cause the Proxy Statement is Statements, when first mailed to the holders of the Trust Preferred Securities and the stockholders of the Company Seller and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySeller’s Stockholder Meeting, to 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 therein, in light of the circumstances under which they are were made, not misleading.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Standard Management Corp)

Proxy Statement. None of the information supplied or to be supplied by Buyer such Investor in writing for inclusion or incorporation by reference in the Proxy Statement willshall, as of at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders' 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 the light of the circumstances under which they are were made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (Isecuretrac Corp)

Proxy Statement. None of the information supplied or to be supplied by Buyer such Investor for inclusion or incorporation by reference in the Proxy Statement will, as of the date will cause the Proxy Statement is Statement, when first mailed to the stockholders shareholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholder Meeting, to 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 therein, in light of the circumstances under which they are were made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (Scottish Re Group LTD)

Proxy Statement. None of the The information supplied or to be supplied by Buyer for inclusion or incorporation by reference included in the Proxy Statement will, as for use relating to the Company Shareholder Approval or any of the amendments or supplements thereto (other than any information relating to Purchaser or Merger Sub) will not, at the date the Proxy Statement it is first mailed to the stockholders of the Company Company's shareholders and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders' Meeting, contain any untrue statement statements 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.

Appears in 1 contract

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

Proxy Statement. None of the All information supplied or to be supplied furnished by Buyer such Purchaser for inclusion or incorporation by reference in the Proxy Statement will, as of will not at the date of mailing of the Proxy Statement is first mailed to the stockholders of the Company and as of the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyCompany, contain any untrue statement of a material fact or omit to state any a 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (High Speed Access Corp)

Proxy Statement. None of the information supplied or to be supplied by Buyer Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, as of at the date the Proxy Statement is first mailed to the stockholders shareholders of the Company and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders 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 misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kinetic Concepts Inc)

Proxy Statement. None of the information supplied included or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement that is based on information supplied by Parent, Merger Sub or any of their respective Affiliates expressly for inclusion in the Proxy Statement, will, as of at the date the Proxy Statement it is first mailed to the stockholders of the Company and as of Stockholders or at the time of the meeting Company Stockholders Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany amendment or supplement thereof, 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 made therein, in the light of the circumstances under which they are were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advisory Board Co)

Proxy Statement. None of the information supplied or to be supplied by Buyer for inclusion or incorporation by reference in the Proxy Statement will, as of the date Statements will cause the Proxy Statement is Statements, when first mailed to the holders of the Trust Preferred Securities and the stockholders of the Company Seller and as of at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebySeller’s Stockholder Meeting, to 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 therein, in light of the circumstances under which they are were made, not misleading.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Standard Management Corp)

Proxy Statement. None Except for information provided by the Purchaser in writing expressly for inclusion therein, none of the information supplied contained or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement will, as of at the date the Proxy Statement it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting Company Stockholders’ Meeting or at the time of the stockholders of the Company in connection with the transactions contemplated herebyany amendment or supplement thereof, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (180 Connect Inc.)

Proxy Statement. None of the information supplied provided by Purchaser or to be supplied by Buyer its officers, directors, representatives, agents or employees specifically for inclusion or incorporation by reference in the Proxy Statement will, as of on the date the Proxy Statement is first mailed to the stockholders of the Company and as of Stockholders or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders Meeting, contain any untrue statement of a material fact fact, or will 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 misleading.

Appears in 1 contract

Samples: Investment Agreement (Omega Healthcare Investors Inc)

Proxy Statement. None of the information supplied contained or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement will, as of on the date the Proxy Statement on which it is first mailed to the Company’s stockholders of the Company and as of or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyStockholders 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 were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Turbosonic Technologies Inc)

Proxy Statement. None of the information supplied contained or to be supplied by Buyer for inclusion or incorporation incorporated by reference in the Proxy Statement will, as of on the date the Proxy Statement on which it is first mailed to the stockholders of the Company and as of Company’s shareholders or at the time of the meeting of the stockholders of the Company in connection with the transactions contemplated herebyShareholders 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 were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MEDecision, Inc.)

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