Common use of Registration Statement; Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Proxy Statement/Prospectus. The information supplied by Xxxxx for inclusion in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Xxxxx for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to shareholders of Xxxxx or CompCore, at the time of the CompCore Shareholders' Meeting, at the time of the Xxxxx Stockholders' Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement 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 CompCore Shareholders' Meeting or the Xxxxx Stockholders' Meeting, which has become false or misleading. If at any time prior to the Effective Time any event relating to Xxxxx or any of its Affiliates, officers or directors should be discovered by Xxxxx which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Xxxxx shall promptly inform CompCore.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by Xxxxx the Company for inclusion or incorporation by reference in the Registration Statement shall will not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. . (b) The information to be supplied by Xxxxx the Company for inclusion or incorporation by reference in the Joint Proxy Statement shall Statement/Prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING"), will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders of Xxxxx or CompCorestockholders, at the time of the CompCore Shareholders' Meeting, at the time of the Xxxxx Stockholders' Company Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement therein 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 CompCore Shareholders' Company Stockholders Meeting or the Xxxxx Stockholders' Meeting, which has become false or misleading. If at . (c) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any time prior to information supplied by Tyco, Parent or Merger Subsidiary which is contained in or furnished in connection with the Effective Time any event relating to Xxxxx or any preparation of its Affiliates, officers or directors should be discovered by Xxxxx which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Xxxxx shall promptly inform CompCore/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Xxxxx the Company and its Subsidiaries for inclusion in the Registration Statement pursuant to which the FAFCO Common Shares to be issued in the Merger will be registered with the SEC shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied by Xxxxx the Company or any of its Subsidiaries for inclusion in the Joint Proxy Statement Statement/Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the shareholders of Xxxxx or CompCorethe Company, at the time of the CompCore Shareholders' Meeting, at the time of the Xxxxx Stockholders' Meeting, or Company Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was madetime, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement 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 CompCore Shareholders' Company Shareholders Meeting or the Xxxxx Stockholders' Meeting, which has become false or misleading. If at any time prior to the Effective Time any event relating to Xxxxx or any of its Affiliates, officers or directors information should be discovered by Xxxxx the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Xxxxx the Company shall promptly inform CompCoreFAFCO.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Xxxxx FACO and its affiliates for inclusion in the Registration Statement pursuant to which the Parent Class A Stock to be issued in the Company Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied by Xxxxx FACO and its affiliates for inclusion in the Joint Proxy Statement Statement/Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the shareholders of Xxxxx or CompCorethe Company, at the time of the CompCore Shareholders' Meeting, at the time of the Xxxxx Stockholders' Meeting, or Company Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was madetime, is false or misleading misleading, with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement 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 CompCore Shareholders' Company Shareholders Meeting or the Xxxxx Stockholders' Meeting, which has become false or misleading. If at any time prior Notwithstanding the foregoing provisions of this Section 4.25, no representation or warranty is made by FACO with respect to the Effective Time any event relating to Xxxxx or any of its Affiliates, officers or directors should be discovered by Xxxxx which should be set forth statements included in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Xxxxx shall promptly inform CompCore/Prospectus based on information supplied by the Company for inclusion therein.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Xxxxx the Company for inclusion in the registration statement on Form S-4 pursuant to which shares of USF Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement"), shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Xxxxx the Company for inclusion in the Joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders (the "Stockholders' Meeting") to consider this Agreement and the Merger (the "Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to shareholders stockholders of Xxxxx or CompCorethe Company, at the time of the CompCore Shareholders' Meeting, at the time of the Xxxxx Stockholders' Meeting, or Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement with respect to the Company in any earlier communication with respect to the solicitation of proxies for the CompCore ShareholdersStockholders' Meeting or the Xxxxx Stockholders' Meeting, which has become false or misleading. If at any time prior to the Effective Time any event relating to Xxxxx the Company or any of its Affiliates, officers or directors should be discovered by Xxxxx become known to the Company which should be set forth in an amendment or supplement to the Registration Statement or a supplement to the Joint Proxy Statement, Xxxxx the Company shall promptly inform CompCoreUSF.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Xxxxx for inclusion Subject to the accuracy of the representations of the Company in Section 2.14, the Registration Statement pursuant to which the Parent Common Shares to be issued in the merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementincluded therein, in light of the circumstances under which they were made, not misleading. The Subject to the accuracy of the representations of the Company in Section 2.13, the information supplied by Xxxxx Parent for inclusion in the Joint Proxy Statement shall Statement/Prospectus will not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to shareholders of Xxxxx or CompCoreshareholders, at the time of the CompCore Company Shareholders' Meeting, at the time of the Xxxxx Stockholders' Meeting, or Meeting and at the Effective Time, contain any statement which, which at such time and in light of the circumstances under which it was shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made in the Joint Proxy Statement included therein 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 CompCore Shareholders' Meeting or the Xxxxx Stockholders' Meeting, which has become false or misleading. If at any time prior to the Effective Time any event relating to Xxxxx Parent, Merger Sub or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by Xxxxx Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Xxxxx shall Parent or Merger Sub will promptly inform CompCorethe Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in, or furnished in connection with the preparation of, any of the foregoing.

Registration Statement; Proxy Statement/Prospectus. The Target will ensure that the information supplied by Xxxxx Target for inclusion in the registration statement on Form S-3 pursuant to which shares of Buyer Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Xxxxx Target for inclusion in the Joint proxy statement/prospectus (the "Proxy Statement Statement") to be sent to the stockholders of Target in connection with the meeting of Target's stockholders to consider this Agreement and the Merger (the "Target Stockholders' Meeting") shall not, on the date the Joint Proxy Statement is first mailed to shareholders stockholders of Xxxxx or CompCoreTarget, at the time of the CompCore Shareholders' Meeting, at the time of the Xxxxx Target Stockholders' Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement 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 CompCore ShareholdersTarget Stockholders' Meeting or the Xxxxx Stockholders' Meeting, Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Xxxxx Target or any of its Affiliates, officers or directors should be discovered by Xxxxx Target which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Xxxxx Target shall promptly inform CompCoreBuyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Xxxxx the Company for inclusion or incorporation by reference in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not contain, at the time the Registration ---------------------- Statement is declared effective by the SEC contain SEC, any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement not misleading. The information supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of --------------- the Company in connection with the special meeting of the Company's stockholders to consider this Agreement (the "Stockholders Meeting") shall not, at the time -------------------- the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The information supplied by Xxxxx for inclusion in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to shareholders of Xxxxx or CompCore, at the time of the CompCore Shareholders' Meeting, at the time of the Xxxxx Stockholders' Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement 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 CompCore Shareholders' Stockholders Meeting or the Xxxxx Stockholders' Meeting, which has become false or misleading. If at any time prior to the Effective Time any event relating to Xxxxx the Company or any of its Affiliates, officers or directors affiliates should be discovered by Xxxxx the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Xxxxx the Company shall promptly inform CompCoreParent.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Xxxxx the Company and its Subsidiaries for inclusion in the Registration Statement pursuant to which the Parent Class A Stock to be issued in the Company Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied by Xxxxx the Company and its Subsidiaries for inclusion in the Joint Proxy Statement Statement/Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the shareholders of Xxxxx or CompCorethe Company, at the time of the CompCore Shareholders' Meeting, at the time of the Xxxxx Stockholders' Meeting, or Company Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was madetime, is false or misleading misleading, with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement 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 CompCore Shareholders' Company Shareholders Meeting or the Xxxxx Stockholders' Meeting, which has become false or misleading. If at any time prior Notwithstanding the foregoing provisions of this Section 3.25, no representation or warranty is made by the Company with respect to the Effective Time any event relating to Xxxxx or any of its Affiliates, officers or directors should be discovered by Xxxxx which should be set forth statements included in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus based on information supplied by FACO, Xxxxx shall promptly inform CompCoreParent or any Merger Sub for inclusion therein.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Xxxxx the Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in connection with the Merger will be registered under the Securities Act (the "Registration Statement Statement"), shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Xxxxx the Company for inclusion in the Joint proxy statement/prospectus (the "Proxy Statement Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Meeting") shall not, on the date the Joint Proxy Statement is first mailed to shareholders stockholders of Xxxxx or CompCorethe Company, at the time of the CompCore Shareholders' Meeting, at the time of the Xxxxx Stockholders' Meeting, or Company Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement 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 CompCore Shareholders' Company Meeting or the Xxxxx Stockholders' Meeting, which has become false or misleading. If at any time prior to the Effective Time any event relating to Xxxxx or any of its Affiliates, officers or directors should be discovered by Xxxxx which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Xxxxx shall promptly inform CompCore.Effective

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Xxxxx the Company and its Subsidiaries for inclusion in the Registration Statement pursuant to which the FACO Common Shares to be issued in the Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied by Xxxxx the Company or any of its Subsidiaries for inclusion in the Joint Proxy Statement Statement/Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the shareholders of Xxxxx or CompCorethe Company, at the time of the CompCore Shareholders' Meeting, at the time of the Xxxxx Stockholders' Meeting, or Company Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was madetime, is false or misleading misleading, with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement 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 CompCore Shareholders' Company Shareholders Meeting or the Xxxxx Stockholders' Meeting, which has become false or misleading. If at any time prior to the Effective Time any event relating to Xxxxx or any of its Affiliates, officers or directors information should be discovered by Xxxxx the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Xxxxx the Company shall promptly inform CompCoreFACO.