Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of Interstate for inclusion or incorporation by reference in (i) the Registration Statement will, at the time 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 to make the statements therein not misleading, and (ii) the Proxy Statement will, at the date mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Interstate Merger, 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. (b) The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Appears in 4 contracts

Samples: Merger Agreement (WPL Holdings Inc), Merger Agreement (Ies Industries Inc), Merger Agreement (Interstate Power Co)

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Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of Interstate IES for inclusion or incorporation by reference in: (i) the Registration Statement will, at the time 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 to make the statements therein therein, not misleading, and (ii) the Proxy Statement will, at the date mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Interstate IES Merger, 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. (b) The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Appears in 4 contracts

Samples: Merger Agreement (WPL Holdings Inc), Merger Agreement (Interstate Power Co), Merger Agreement (Ies Industries Inc)

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of Interstate AIMCO for inclusion or incorporation by reference in in (ia) the Registration Statement will, at the time the Registration Statement is filed by AIMCO 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 to make the statements therein not misleading, and misleading and (iib) the Proxy Statement will, at the date dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Interstate Merger, 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. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Appears in 2 contracts

Samples: Merger Agreement (Ambassador Apartments Inc), Merger Agreement (Apartment Investment & Management Co)

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of Interstate LILCO for inclusion or incorporation by reference in in (i) the Registration Statement will, at the time 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 to make the statements therein not misleading, and misleading and (ii) the Proxy Statement willwill not, at the date dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Interstate MergerBinding Share Exchanges, 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. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Exchange (Long Island Lighting Co), Agreement and Plan of Exchange (Brooklyn Union Gas Co)

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of Interstate Western Resources for inclusion or incorporation by reference in in (ia) the Registration Statement will, at the time the Registration Statement is filed by Western Resources 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 to make the statements therein not misleading, and misleading and (iib) the Proxy Statement will, at the date dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Interstate Merger, 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. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Appears in 2 contracts

Samples: Merger Agreement (Western Resources Inc /Ks), Merger Agreement (Kansas City Power & Light Co)

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Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of Interstate Enova for inclusion or incorporation by reference in in (i) the Registration Statement will, at the time 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 to make the statements therein not misleading, and misleading and (ii) the Proxy Statement will, at the date mailed to shareholders of Pacific and Enova and at the times of the meetings of such shareholders to be held in connection with the Interstate MergerMergers, 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. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, and the applicable rules and regulations thereunder.

Appears in 2 contracts

Samples: Merger Agreement (Pacific Enterprises Inc), Merger Agreement (Enova Corp)

Registration Statement and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of Interstate UCU for inclusion or incorporation by reference in in (ia) the Registration Statement will, at the time 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 to make the statements therein not misleading, and misleading and (iib) the Proxy Statement will, at the date dates mailed to shareholders and at the times of the meetings of shareholders to be held in connection with the Interstate Merger, 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. (b) . The Registration Statement and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively, Act and the applicable rules and regulations thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kansas City Power & Light Co)

Registration Statement and Proxy Statement. (a) None of The Registration Statement, including the information supplied or to be supplied by or on behalf of Interstate for inclusion or incorporation documents incorporated by reference in (i) the Registration Statement willtherein, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under and at the Securities Act, contain any Closing Date of the Rights Offering (i) will not include an 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 therein, in light of the circumstances under which they were made not misleading, and misleading and (ii) will comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Proxy Statement willwill not, at the date mailed of first mailing to shareholders and the stockholders of the Company or at the times time of the meetings meeting of shareholders stockholders to be held in connection with the Interstate MergerStockholder Proposals, 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 made, not misleading. (b) The Registration Statement and . As of each of the dates in the foregoing sentence, the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Exchange Act and the Exchange Act, respectively, and the applicable rules and regulations promulgated thereunder.

Appears in 1 contract

Samples: Standby Purchase Agreement (Hampton Roads Bankshares Inc)

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