Common use of Registration Statement, Etc Clause in Contracts

Registration Statement, Etc. None of the information supplied or to be supplied by its Group for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed by Judge with the SEC in connection with the issuance of Judge Common Shares in the Merger will, at the time it is filed with the Commission or at the time it becomes effective under the 1933 Act, or at the Effective Time of the Merger, 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, or (ii) the proxy statement forming a part of the Registration Statement used by JIS to solicit proxies for the purpose of obtaining its Requisite Stockholder Approval (the "Proxy Statement"), will, when mailed and at all times through the date of the JIS stockholders' meeting disclosed in Section 5.2 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. All documents that each Company is responsible for filing with the SEC or any Regulatory Body in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder.

Appears in 3 contracts

Samples: Merger Agreement (Judge Imaging Systems Inc /), Merger Agreement (Judge Group Inc), Merger Agreement (Judge Imaging Systems Inc /)

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Registration Statement, Etc. None of the information supplied or to be supplied by its Group for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed by Judge with the SEC in connection with the issuance of Judge Common Shares in the Merger will, at the time it is filed with the Commission or at the time it becomes effective under the 1933 Act, or at the Effective Time of the Merger, 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, or (ii) the proxy statement forming a part of the Registration Statement used by JIS to solicit proxies for the purpose of obtaining its Requisite Stockholder Approval (the "Proxy Statement"), will, when mailed and at all times through the date of the JIS stockholders' stockholder meeting disclosed in Section 5.2 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. All documents that each Company is responsible for filing with the SEC or any Regulatory Body in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Merger Agreement (Judge Group Inc)

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