Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller for inclusion in the Registration Statement, as to which Buyer makes no representation) 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 (except for information to be supplied by Seller for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors should be discovered by Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall promptly inform Seller.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Broderbund Software Inc /De/), Agreement and Plan of Merger (Learning Co Inc), Agreement and Plan of Merger (Learning Co Inc)
Registration Statement; Proxy Statement/Prospectus. The information in None of the Registration Statement (except for information supplied by Seller Parent for inclusion in the Registration StatementStatement shall, as to which Buyer makes no representation) shall not at the time such document is filed, at the time amended or supplemented, or at the time the Registration Statement 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 None of the information (except for information to be supplied by Seller Parent for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not/Prospectus shall, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders of Buyer or SellerParent's stockholders, at the time of the Buyer Company Stockholders' Meeting and or the Seller Parent Stockholders' Meeting and or at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is not 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 Buyer Company Stockholders' Meeting or the Seller Parent Stockholders' Meeting which has become false or misleading. If at The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any time prior to information supplied by the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors should be discovered by Buyer Company which should be set forth is contained in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall promptly inform Seller/Prospectus.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for written information supplied by Seller Target expressly for the purpose of inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in connection with the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") shall not at the time the Registration Statement (including any amendments or supplements thereto) is filed or 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, therein not misleading. The written information (except for information to be supplied by Seller Target expressly for the purpose of inclusion in the Joint proxy statement/prospectus to be sent to the stockholders of Target and Acquiror in connection with the meetings of Target's stockholders (the "Target Stockholder Meeting") and Acquiror's stockholders (the "Acquiror Stockholder Meeting" and together with the Target Stockholder Meeting, individually a "Stockholder Meeting" or together the "Stockholder Meetings") to be held in connection with the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to Target's stockholders of Buyer or Sellerand Acquiror's stockholders and, at the time of each of the Buyer Meeting and the Seller Meeting and at the Effective TimeStockholder Meetings, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a 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 were 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer which Target that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Target shall promptly inform SellerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Kroll Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statement, as to which Buyer makes no representation) or any amendment or supplement thereto, 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 (except for information supplied by Acquiror or required to be supplied by Seller Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement /Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 by or on behalf of the Company for the Buyer Meeting or the Seller Company Stockholders Meeting which has become false or misleading. If at The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any time prior information supplied or required to be supplied by the Effective Time any event relating to Buyer Company which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall promptly inform Sellerforegoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medco Research Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Medicus for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of QuadraMed Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") 22 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 (except for information to be supplied by Seller Medicus for inclusion in the Joint proxy statement/prospectus to be sent to the stockholders of Medicus in connection with the meeting of Medicus' stockholders to consider the Merger (the "Medicus Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerMedicus' stockholders, at the time of the Buyer Meeting and the Seller Medicus Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Medicus Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer Medicus which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Medicus shall promptly inform SellerQuadraMed and Merger Sub. Notwithstanding the foregoing, Medicus makes no representation, warranty or covenant with respect to any information supplied by QuadraMed or Merger Sub which is contained in any documents.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller the Company for inclusion in the Registration Statement, as to which Buyer Parent makes no representationrepresentation and which shall not constitute part of a Parent SEC Report for purposes of this Agreement) 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, Statement not misleading. The information (except for information to be supplied by Seller the Company for inclusion in the Joint Proxy Statement, as to which Buyer Parent makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer Parent or Sellerthe Company, at the time of the Buyer Parent Meeting and the Seller Company Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Parent Meeting or the Seller Company Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer Parent or any of its Affiliates, officers or directors should be discovered by Buyer Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Parent shall promptly inform Sellerthe Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Leukosite Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 registering the Parent Common Stock to be issued in connection with the Merger (except for information supplied by Seller for inclusion in the “Registration Statement”) as it relates to Company, as to which Buyer makes no representation) shall not at the time the Registration Statement is declared effective by the SEC SEC, will not 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 therein not misleading. The information supplied by Company for inclusion in the Registration proxy statement/prospectus to be sent to the stockholders of Company (such proxy statement/prospectus, as amended and supplemented, is referred to herein as the “Company Proxy Statement/Prospectus”) and for inclusion in the proxy statement to be sent to the stockholders of Parent (the “Parent Proxy Statement”), at the date the Company Proxy Statement/Prospectus is first mailed to stockholders of Company and at the date the Parent Proxy Statement is first mailed to stockholders of Parent, at the time of the Company Special Meeting and Parent Special Meeting and at the Effective Time will 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 therein, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by Seller for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to Buyer Company or any of its Affiliatesthe Company Subsidiaries shall occur which is required to be described in the Company Proxy Statement/Prospectus, officers or directors should such event shall be discovered by Buyer which should be set forth in so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall promptly inform Sellerstockholders of Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Secure Computing Corp), Agreement and Plan of Merger (Cyberguard Corp)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information to be supplied by Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), as to which Buyer makes no representation) 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 (except for information to be supplied by Seller for inclusion in the Joint proxy statement/prospectus (the "Proxy Statement, as ") to which Buyer makes no representationbe sent to the stockholders of Seller in connection with the meeting of Seller's stockholders to consider this Agreement and the Merger (the "Seller Meeting") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer Seller or any of its Affiliates, officers or directors should be discovered by Buyer Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Seller shall promptly inform SellerBuyer.
Appears in 2 contracts
Samples: Employment Agreement, Agreement and Plan of Merger (Eg&g Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Target for inclusion in the registration statement (or such other or successor form as shall be appropriate) pursuant to which the shares of Acquiror Common Stock that may be issued in the Merger will be registered with the SEC on Form S-4 (the "Registration Statement, as to which Buyer makes no representation") 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 (except for information to be supplied by Seller Target for inclusion in the Joint proxy statement/prospectus to be sent to the shareholders of Target in connection with the meeting of Target's shareholders to consider the Merger (the "Target Shareholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerTarget's shareholders, at the time of the Buyer Meeting and the Seller Target Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Target Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer Target which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Target shall promptly inform SellerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Amerilink Corp), Agreement and Plan of Reorganization (Tandy Corp /De/)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for written information supplied by Seller Target expressly for the purpose of inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in connection with the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") shall not at the time the Registration Statement (including any amendments or supplements thereto) is filed or 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, therein not misleading. The written information (except for information to be supplied by Seller Target expressly for the purpose of inclusion in the Joint proxy statement/prospectus to be sent to the shareholders of Target in connection with the meeting of Target's shareholders (the "Shareholder Meeting") to be held in connection with the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerTarget's shareholders and, at the time of the Buyer Meeting and the Seller Meeting and at the Effective TimeShareholder Meeting, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a 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 were 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer which Target that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Target shall promptly inform SellerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Factual Data Corp), Agreement and Plan of Reorganization (Kroll Inc)
Registration Statement; Proxy Statement/Prospectus. The (a) As promptly as practicable after the date of this Agreement, the Company shall supply Parent with the information in pertaining to the Registration Statement (except for information supplied Company required by Seller the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in (1) the Registration Statement, as to which Buyer makes no representation) shall not information will not, at the time the Registration Statement is declared effective by 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 (2) the proxy statement relating to the meeting of the Stockholders to be held in connection with the Registration Statement Merger (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT/PROSPECTUS"), which information will not, at the date mailed to stockholders and at the time of the Special Meeting of the Company, 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 in the Registration Statementtherein, in light of the circumstances under which they were are made, not misleading. The No representation is made by the Company with respect to statements made in the Proxy Statement/Prospectus or the Registration Statement based on information (except for information to be supplied by Seller Parent or Merger Sub in writing for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at such documents. If before the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false event 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 circumstance relating to the solicitation of proxies for the Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer Company or any of its AffiliatesSubsidiaries, or their respective officers or directors directors, should be discovered by Buyer which the Company that should be set forth in an amendment or a supplement to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer the Company shall promptly inform SellerParent and shall assist in the preparation of appropriate amendments or supplements to the Proxy Statement/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Edutrek Int Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information to be supplied by Seller IDX and ChannelHealth for inclusion in the registration statement on Form S-4 (the "Registration Statement") pursuant to which all of the shares of Parent Common Stock issued in the ChannelHealth Merger will be registered under the Securities Act of 1933, as to which Buyer makes no representation) amended (the "Securities Act"), shall not at the time the Registration Statement is declared effective by the SEC Securities and Exchange Commission (the "Commission") 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 (except for information to be supplied by Seller IDX and ChannelHealth for inclusion in the Joint proxy statement/prospectus (the "Proxy Statement, ") to be sent to the stockholders of Allscripts in connection with the Allscripts Special Meeting (as to which Buyer makes no representationdefined in Section 8.14 below) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerAllscripts, at the time of the Buyer Meeting and the Seller Allscripts Special Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Allscripts Special Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer ChannelHealth or any of its Affiliates, officers or directors should be discovered by Buyer ChannelHealth which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer ChannelHealth shall promptly inform SellerAllscripts.
Appears in 2 contracts
Samples: Voting Agreement and Irrevocable Proxy (Idx Systems Corp), Voting Agreement and Irrevocable Proxy (Allscripts Inc /Il)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration StatementStatement shall not, as to which Buyer makes no representation) shall not at the time the Registration Statement 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 (except for information supplied by Acquiror or required to be supplied by Seller Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerAcquiror's stockholders, at the time of the Buyer Meeting and the Seller Acquiror Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 by or on behalf of Acquiror for the Buyer Meeting or the Seller Acquiror Stockholders Meeting which has become false or misleading. If at Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any time prior information supplied or required to be supplied by the Effective Time any event relating to Buyer Company which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall promptly inform Sellerforegoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Think New Ideas Inc), Agreement and Plan of Merger (Answerthink Consulting Group Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information to be supplied by Seller SmarterKids or about SmarterKids to be supplied by SmarterKids' agents for inclusion in the Registration Statement, as to which Buyer makes no representation) 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 (except for information to be supplied by Seller SmarterKids or about SmarterKids by SmarterKids' agents for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement /Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Buyer or SellerSmarterKids, at the time of the Buyer Meeting and the Seller SmarterKids Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Statement/Prospectus 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 Buyer Meeting or the Seller SmarterKids Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer SmarterKids or any of its Affiliates, officers or directors should be discovered by Buyer SmarterKids which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer SmarterKids shall promptly inform SellerEarlychildhood.
Appears in 2 contracts
Samples: Terms Agreement (Smarterkids Com Inc), Contribution Agreement and Plan of Reorganization and Merger (Smarterkids Com Inc)
Registration Statement; Proxy Statement/Prospectus. The (a) As promptly as practicable after the date of this Agreement, the Company shall supply Parent with the information pertaining to the Company required by the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in the Registration Statement and the proxy statement relating to the meeting of the Stockholders to be held in connection with the Merger (except for together with any amendments thereof or supplements thereto, the "Proxy Statement/Prospectus"), which information supplied by Seller for inclusion in the Registration Statement, as to which Buyer makes no representation) shall not at the time the Registration Statement is declared filed with the SEC, at the time it becomes effective by under the SEC Securities Act, at the time the Proxy Statement/Prospectus is mailed to Stockholders or at the time of the Special Meeting, 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 Statement, in light of the circumstances under which they were madetherein, not misleading. The No representation is made by the Company with respect to statements made in the Proxy Statement/Prospectus or the Registration Statement based on information (except for information to be supplied by Seller Parent or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at such documents. If before the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false event 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 circumstance relating to the solicitation of proxies for the Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer Company or any of its AffiliatesSubsidiaries, or their respective officers or directors directors, should be discovered by Buyer which the Company that should be set forth in an amendment or a supplement to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer the Company shall promptly inform SellerParent and shall make appropriate amendments or supplements to the Proxy Statement/Prospectus.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Whitman Education Group Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller for inclusion in the Registration Statement, as to which Buyer makes no representationrepresentation and which shall not constitute part of a Buyer SEC Report for purposes of this Agreement) 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 (except for information to be supplied by Seller for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors should be discovered by Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall promptly inform Seller.
Appears in 2 contracts
Samples: Employment Agreement, Agreement and Plan of Merger (Eg&g Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for written information supplied by Seller Target expressly for the purpose of inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") 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 or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The written information (except for information to be supplied by Seller Target expressly for the purpose of inclusion in the Joint proxy statement/prospectus to be sent to the shareholders of Target in connection with the meetings of Target's shareholders (the "Target Shareholders Meeting") to be held in connection with the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerTarget's shareholders, at the time of the Buyer Meeting and the Seller Target Shareholders Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a 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 were 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer which Target that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Target shall promptly inform SellerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Legato Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied in writing by Seller the Company for inclusion in the Registration Statement, as to which Buyer Parent makes no representation) 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 (except for information to be supplied in writing by Seller Parent and Merger Sub for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Sellerthe Company’s stockholders, at the time of the Buyer Meeting and the Seller Company Stockholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Company Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer Parent or Merger Sub or any of its their respective Affiliates, officers or directors should be discovered by Buyer Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Parent shall promptly so inform Sellerthe Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Prideco Inc), Agreement and Plan of Merger (National Oilwell Varco Inc)
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller for inclusion or incorporation by reference in the Registration Statement (except for information supplied by Seller for inclusion in the Registration Statement, as to which Buyer makes no representation) shall will 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 therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Seller for inclusion or incorporation by reference in the Joint proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement, as to which Buyer makes no representation/Prospectus”) in the Joint Proxy Statement shall not, on will not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Buyer or Sellerstockholders, at the time of the Buyer Meeting and the Seller Stockholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the Joint Proxy Statement light of the 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer Seller or any of its Affiliatesaffiliates, officers or directors should be discovered by Buyer Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer Seller shall promptly inform Sellerthe Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act (to the extent applicable) and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gold Banc Corp Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Parametric for inclusion in the Registration Statement (except for information supplied by Seller for inclusion as defined in the Registration Statement, as to which Buyer makes no representationSection 2.4(b)) shall not at the time the Registration Statement is declared effective by 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 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 (except for information to be supplied by Seller Parametric for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement to be sent to the stockholders of Computervision in connection with the Computervision Stockholders' Meeting shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerComputervision's stockholders, and at the time of the Buyer Meeting and the Seller Meeting and at the Effective TimeComputervision Stockholders' Meeting, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are 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 written communication with respect to the solicitation of proxies for the Buyer Meeting or the Seller Computervision Stockholders' Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with applicable provisions of the Securities Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to Buyer Parametric or any of its Affiliatesaffiliates, officers or directors should be discovered by Buyer which Parametric that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Parametric shall promptly inform SellerComputervision. Notwithstanding the foregoing, Parametric makes no representation or warranty with respect to any information supplied by Computervision that is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller the Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") 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 (except for information to be supplied by Seller 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 to consider the Merger (the "Company Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Sellerthe Company's stockholders, at the time of the Buyer Meeting and the Seller Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer the Company shall promptly inform SellerParent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub or any other third party which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Target for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") 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 (except for information to be supplied by Seller Target for inclusion in the Joint proxy statement/prospectus to be sent to the shareholders of Target in connection with the meeting of Target's shareholders to consider the Merger (the "Target Shareholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerTarget's shareholders, at the time of the Buyer Meeting and the Seller Target Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Target Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer Target which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Target shall promptly inform SellerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by or respecting Acquiror or Merger Sub (other than information with respect to Target) which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ophthalmic Imaging Systems Inc), Agreement and Plan of Reorganization (Premier Laser Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information in None of the Registration Statement (except for information supplied by Seller AWS in writing for inclusion in the Registration StatementStatement shall, as to which Buyer makes no representation) shall not at the time such document is filed, at the time amended or supplemented, at the time the Registration Statement is declared effective by the SEC and at date of the TeleCorp Stockholders Meeting, 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 None of the information (except for information to be supplied by Seller AWS for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall notin connection with the TeleCorp Stockholders' Meeting will, on the date the Joint Proxy Statement is first mailed to the stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting TeleCorp and at the Effective Timedate of the TeleCorp Stockholders Meeting, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, 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 were 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer AWS or any of its Affiliates, officers or directors should be discovered by Buyer AWS which should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement, Buyer AWS shall promptly inform SellerTeleCorp. Notwithstanding the foregoing, AWS makes no representation or warranty with respect to any information supplied by TeleCorp which is contained in the Registration Statement or Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telecorp PCS Inc /Va/), Agreement and Plan of Merger (At&t Wireless Services Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller the Company for inclusion in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") 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, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by Seller the Company for inclusion in the Joint proxy statement/prospectus (the "Proxy Statement, as ") to which Buyer makes no representationbe sent to the stockholders of the Company in connection with the special meeting of the Company's stockholders to consider this Agreement and the Merger (the "Stockholders Meeting") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Sellerthe Company, at the time of the Buyer Stockholders Meeting and the Seller Meeting and or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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; 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 Buyer Meeting or the Seller Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer the Company or any of its Affiliates, officers or directors affiliates should be discovered by Buyer the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer the Company shall promptly inform SellerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Coherent Communications Systems Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by Cohesion expressly for the purpose of including the information or incorporating the information by reference in the Registration Statement on Form F-4 registering the Angiotech Common Stock to be issued in connection with the Merger (except for information supplied by Seller for inclusion in the Registration Statement"REGISTRATION STATEMENT") as it relates to Cohesion, as to which Buyer makes no representation) shall not at the time the Registration Statement is declared effective by the SEC SEC, shall not 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 therein not misleading. The information supplied by Cohesion expressly for the purpose of including the information in the Registration proxy statement/prospectus to be sent to Cohesion's stockholders in connection with the Cohesion Stockholder Meeting (such proxy statement/prospectus, as amended and supplemented is referred to herein as the "PROXY STATEMENT/PROSPECTUS"), at the date the Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Cohesion Stockholder Meeting and at the Effective Time shall 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 therein, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by Seller for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to Buyer or any of its AffiliatesCohesion shall occur which is required to be described in the Proxy Statement/Prospectus, officers or directors should such event shall be discovered by Buyer which should be set forth in so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to Cohesion's stockholders. Notwithstanding the foregoing, Cohesion makes no representation or warranty with respect to any information supplied by Angiotech or Merger Sub which is contained in the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall promptly inform Seller/Prospectus.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Angiotech Pharmaceuticals Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller for inclusion in the Registration Statement, as to which Buyer makes no representation) 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 (except for information to be supplied by Seller for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors should be discovered by Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall promptly inform Seller.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Casella Waste Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Buyer and Lender for inclusion in the Registration Statement, as to which Buyer makes no representation) set forth in any writing supplied by Buyer, Lender or any of their respective legal counsel for the purpose of inclusion in the Registration Statement, shall not at the time the Registration Statement is declared effective by filed with the SEC and at the time it becomes effective under the Securities Act of 1933, as amended (the "1933 ACT"), 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 such statements in the Registration Statementtherein, in light of the circumstances under which they were are made, not misleading. The information (except for information to be supplied by Seller or concerning Buyer or Lender or their respective agents or representatives for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) set forth in any writing supplied by Buyer, Lender or any of their respective legal counsel for the purpose of inclusion in the Joint Proxy Statement Statement, shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Sellerthe Company's stockholders, at the time of the Buyer Stockholders' Meeting and on the Seller Meeting and at the Effective TimeClosing Date, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make such statements therein, at such time and in light of the circumstances under which it shall be they are 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 Buyer Meeting or the Seller Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time Closing Date any event relating to Buyer the Buyer, Lender or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by the Buyer or Lender, which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, the Buyer or Lender shall promptly inform Sellerthe Company. Notwithstanding the foregoing, neither the Buyer nor Lender makes any representation or warranty with respect to any information supplied by or concerning the Company or its subsidiaries or any of their respective officers, directors or affiliates which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information Subject to the accuracy of the representations of the Company in Section 2.12, the Registration Statement (except for information supplied by Seller for inclusion in the Registration Statementshall not, as to which Buyer makes no representation) shall not at the time the Registration Statement (including 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 or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, included therein not misleading. The information (except for information to be supplied by Seller Parent for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall /Prospectus will not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the stockholders of Buyer or Sellerthe Company and, if required, Parent at the time of the Buyer Company Stockholders Meeting and and, if required, the Seller Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 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 Buyer Meeting or the Seller Meeting which has become made therein not false or misleading. If at any time prior to the Effective Time any event relating to Buyer Parent, Merger Sub or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by Buyer 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, Buyer shall Parent or Merger Sub will promptly inform Sellerthe Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained or incorporated by reference in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller for inclusion in the Registration Statement, as to which Buyer makes no representation) 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 (except for information to be supplied by Seller for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors should be discovered by Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall promptly inform Seller.
Appears in 1 contract
Samples: Agreement and Plan of Merger (West Coast Entertainment Corp)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Medicus for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of QuadraMed Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") 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 (except for information to be supplied by Seller Medicus for inclusion in the Joint proxy statement/prospectus to be sent to the stockholders of Medicus in connection with the meeting of Medicus stockholders to consider the Merger (the "Medicus Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerMedicus stockholders, at the time of the Buyer Meeting and the Seller Medicus Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Medicus Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer Medicus which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Medicus shall promptly inform SellerQuadraMed and Merger Sub. Notwithstanding the foregoing, Medicus makes no representation, warranty or covenant with respect to any information supplied by QuadraMed or Merger Sub which is contained in any documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration StatementStatement shall not, as to which Buyer makes no representation) shall not at the time the Registration Statement 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 (except for information supplied by Acquiror or required to be supplied by Seller Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Sellerthe Company's stockholders, at the time of the Buyer Meeting and the Seller Company Stockholders Meeting and at the Effective Time, contain any statement whichthat, at such time and in light of the circumstances under which it shall be 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 by or on behalf of the Company for the Buyer Company Stockholders Meeting or the Seller Meeting which that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to Buyer Acquiror or any of its AffiliatesAcquiror Subsidiary, or their respective officers or directors directors, should be discovered by Buyer which Acquiror that should be set forth in an amendment or a supplement to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer as the case may be, Acquiror shall promptly inform Sellerthe Company. All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information supplied by the Seller for inclusion or incorporation by reference in the Registration Statement (except for information supplied by Seller for inclusion in the Registration Statement, as to which Buyer makes no representationdefined herein) shall will 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 therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Seller for inclusion or incorporation by reference in the Joint proxy statement/prospectus to be sent to the shareholders of the Seller in connection with the meeting of the Seller’s shareholders to consider the Merger (the “Seller Shareholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement, as to which Buyer makes no representation/Prospectus”) in the Joint Proxy Statement shall not, on will not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Buyer or Sellershareholders, at the time of the Buyer Meeting and the Seller Shareholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factfact stated therein, or omit to state any material fact necessary in order to make the statements made therein, in the Joint Proxy Statement light of the 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer the Seller or any of its AffiliatesAffiliates (defined herein), officers officers, or directors should be is discovered by Buyer the Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer the Seller shall promptly inform Sellerthe Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act (to the extent applicable), and the rules and regulations thereunder.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller QuadraMed and Merger Sub for inclusion in the Registration StatementStatement shall not, as to which Buyer makes no representation) shall 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 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 (except for information to be supplied by Seller QuadraMed for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerMedicus stockholders, at the time of the Buyer Meeting and the Seller Medicus Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 it is 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 Buyer Meeting or the Seller Medicus Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer QuadraMed or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall QuadraMed or Merger Sub will promptly inform SellerMedicus. Notwithstanding the foregoing, QuadraMed and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Medicus which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller the Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") 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 (except for information to be supplied by Seller the Company for inclusion in the Joint proxy statement/prospectus to be sent to the stockholders of Company in connection with the meeting of Company's stockholders to consider the Merger (the "Company Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation/Prospectus") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Buyer or SellerCompany's stockholders, at the time of the Buyer Meeting and the Seller Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer the Company shall promptly inform SellerParent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pairgain Technologies Inc /Ca/)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Ascend for inclusion in the Registration Statement, as to which Buyer makes no representation) Statement shall not contain, at the time the Registration Statement is first filed in publicly available form and 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, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by Seller Ascend for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement to be sent to the stockholders of Stratus in connection with the Stratus Stockholders Meeting shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerStratus, at the time of the Buyer Stratus Stockholders Meeting and the Seller Meeting and or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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; 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 Buyer Meeting or the Seller Stratus Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer Ascend or any of its Affiliates, officers or directors should be discovered by Buyer Ascend which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Ascend shall promptly inform Seller.Stratus. Section 4.13
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stratus Computer Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Transport for inclusion in the Registration Statement, as registration statement on Form S-4 pursuant to which Buyer makes no representationshares of USF Common Stock issuable in the Merger will be registered with the SEC (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 (except for information to be supplied by Seller Transport for inclusion in the Joint Proxy Statement, as proxy statement (the "PROXY STATEMENT") to which Buyer makes no representationbe sent to the shareholders of Transport in connection with the meeting of its shareholders to consider this Agreement and the Merger (the "TRANSPORT SHAREHOLDERS MEETING") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders shareholders of Buyer or SellerTransport, at the time of the Buyer Meeting and the Seller Transport Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Transport Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer Transport or any of its Affiliates, officers or directors should be discovered by Buyer Transport which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Transport shall promptly inform SellerUSF.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transport Corporation of America Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller the Company for inclusion in the Registration Statement, as registration statement of Parent on Form S-4 pursuant to which Buyer makes no representationshares of Parent Common Stock will be registered with the SEC (the "REGISTRATION STATEMENT") shall does not and will not contain, at the time the information is supplied and when the Registration Statement is declared effective by the SEC contain SEC, any untrue statement of a material fact nor does or will it 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, Statement not misleading. The information (except for information to be supplied by Seller the Company for inclusion in the Joint Proxy Statement, as proxy statement/prospectus (the "PROXY STATEMENT") to which Buyer makes no representationbe sent to the shareholders of the Company in connection with the special meeting of the Company's shareholders to consider this Agreement and the Merger (the "SHAREHOLDERS MEETING") in the Joint Proxy Statement shall does not and will not, on at the date time the Joint Proxy Statement is first mailed to stockholders of Buyer or Sellershareholders, at the time of the Buyer Meeting and the Seller Meeting and Shareholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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; 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 Buyer Meeting or the Seller Shareholders Meeting which has become false or misleading; provided, however, that no representation or warranty is made by the Company with respect to information related to, or supplied by, the Parent, its affiliates or advisors. If at any time prior to the Effective Time any event relating to Buyer the Company or any of its Affiliates, officers or directors affiliates should be discovered by Buyer the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer the Company shall promptly inform SellerParent.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller the Buyer for inclusion in the Registration Statement of the Buyer (the "Registration Statement, as ") pursuant to which the shares of Buyer makes no representation) Common Stock to be issued in the Merger will be registered with the SEC shall not not, at the time the Registration Statement 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 therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by Seller the Buyer for inclusion in the Joint Proxy Statement/Prospectus, as which will be sent to which the shareholders of the Buyer makes no representationin connection with the meeting of the Buyer's shareholders to consider the Merger (the "Buyer Shareholders' Meeting") in the Joint Proxy Statement shall not, on not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Buyer or Sellershareholders, at the time of the Buyer Meeting and the Seller Shareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the Joint Proxy Statement light of the 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Buyer or any of its Affiliatesaffiliates, officers or directors should be discovered by the Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Buyer shall promptly inform Sellerthe Company. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information about, or supplied or omitted by, the Buyer which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller the Company for inclusion in the Registration Statement, as to which the Buyer makes no representationrepresentation and which shall not constitute part of the Buyer SEC Report for purposes of this Agreement) 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 (except for information to be supplied by Seller the Buyer for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement to be sent to the stockholders of the Company in connection with the Company Meeting shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Sellerthe Company, at the time of the Buyer Meeting and the Seller Company Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Company Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Buyer or any of its Affiliates, officers or directors should be discovered by the Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, the Buyer shall promptly inform Sellerthe Company.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for -------------------------------------------------- information supplied by the Seller for inclusion in the Registration Statement, Statement (as to which Buyer makes no representationdefined in Section 3.11) 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 therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Seller for inclusion in the Joint proxy statement/prospectus to be sent to the shareholders of the Seller in connection with the meeting of the Seller's shareholders to consider the Merger (the "Seller Shareholders' Meeting'") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation/Prospectus") in the Joint Proxy Statement shall not, on not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Buyer or Sellershareholders, at the time of the Buyer Meeting and the Seller Shareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factfact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the Joint Proxy Statement light of the 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer the Seller or any of its Affiliatesaffiliates, officers or directors should be discovered by Buyer the Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer the Seller shall promptly inform Sellerthe Company. Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Seller for inclusion in the Registration Statement, Statement (as to which Buyer makes no representationdefined in Section 3.11) 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 therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by the Seller for inclusion in the Joint proxy statement/prospectus to be sent to the shareholders of the Seller in connection with the meeting of the Seller's shareholders to consider the Merger (the "Seller Shareholders' Meeting'") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation/Prospectus") in the Joint Proxy Statement shall not, on not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Buyer or Sellershareholders, at the time of the Buyer Meeting and the Seller Shareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factfact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the Joint Proxy Statement light of the 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer the Seller or any of its Affiliatesaffiliates, officers or directors should be discovered by Buyer the Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer the Seller shall promptly inform Sellerthe Company. Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advantage Bancorp Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for -------------------------------------------------- information supplied by Seller the Company and its Subsidiaries for inclusion in the Registration Statement, as Statement pursuant to which Buyer makes no representation) 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 (except for information to be supplied by Seller the Company or any of its Subsidiaries for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement /Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders the shareholders of Buyer or Sellerthe Company, at the time of the Buyer Meeting and the Seller Company Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Company Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer the Company shall promptly inform SellerFACO.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Credit Management Solutions Inc)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information in the Registration Statement (except for information supplied by Seller for inclusion in the Registration Statement, as to which Buyer makes no representation) 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 (except for information to be supplied by Seller for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors should be discovered by Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall promptly inform Seller.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied or to be supplied by Seller ATX or its Affiliates for inclusion in or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of ATX Common Stock issuable in the Merger and the Recapitalization will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") shall not at the time the Registration Statement is declared effective by the SEC under the Securities Act of 1933, as amended, 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 (except for information supplied or to be supplied by Seller ATX for inclusion in the Joint proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of CoreComm in connection with its meeting of stockholders to consider this Agreement and the Merger (collectively, as to which Buyer makes no representationthe "Stockholders' Meeting") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, CoreComm at the time of the Buyer Meeting and the Seller Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer ATX or any of its Affiliates, officers or directors should be discovered by Buyer ATX which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer ATX shall promptly inform SellerCoreComm.
Appears in 1 contract
Samples: Recapitalization Agreement and Plan of Merger (Corecomm LTD)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller for inclusion or incorporation by reference in the Registration Statement, Statement (as to which Buyer makes no representationdefined in Section 3.8) 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 therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by Seller for inclusion or incorporation by reference in the Joint proxy statement/prospectus to be sent to the shareholders of Seller in connection with the meeting of Seller’s shareholders to consider the Merger (the “Seller Shareholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement, as to which Buyer makes no representation/Prospectus”) in the Joint Proxy Statement shall not, on not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Buyer or Sellershareholders, at the time of the Buyer Meeting and the Seller Shareholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the Joint Proxy Statement light of the 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer Seller or any of its Affiliatesaffiliates, officers or directors should be discovered by Buyer Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer Seller shall promptly inform Sellerthe Company. The Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mississippi Valley Bancshares Inc)
Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information in the Registration Statement (except for information supplied by Seller Varco for inclusion in the Registration Statement, as to which Buyer Tuboscope makes no representation) 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 (except for information to be supplied by Seller Tuboscope for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to Tuboscope's stockholders of Buyer or SellerVarco's shareholders, at the time of the Buyer Tuboscope Stockholders' Meeting and the Seller Varco Shareholder's Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Tuboscope Stockholders' Meeting or the Seller Meeting Varco Shareholders' Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer Tuboscope or any of its Affiliates, officers or directors should be discovered by Buyer Tuboscope which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Tuboscope shall promptly inform SellerVarco.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varco International Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller QuaTech for inclusion in the Registration Statement, as to which Buyer makes no representation) Statement 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 (except for information to be supplied by Seller QuaTech for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement to be provided to the shareholders of DPAC in connection with the DPAC Shareholders Meeting shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerDPAC’s shareholders, at the time of the Buyer DPAC Shareholders Meeting and the Seller Meeting and or at the Effective Time, contain any statement whichthat, at any such time and in light of the circumstances under which it shall be 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; . The Registration Statement and the Proxy Statement shall be amended or omit to state any material fact supplemented as necessary to correct any statement in any earlier communication with respect to any offer of DPAC Common Stock or the solicitation of proxies for the Buyer DPAC Shareholders Meeting or the Seller Meeting which that has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer which QuaTech that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer QuaTech shall promptly inform SellerDPAC. Notwithstanding the foregoing, QuaTech makes no representation, warranty or covenant with respect to any information supplied by or respecting DPAC or any of its subsidiaries (other than information supplied by QuaTech with respect to QuaTech) that is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Parent for inclusion in the Registration Statement, as to which Buyer makes no representation) 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 therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except supplied by Parent for information inclusion or incorporation by reference in the Proxy Statement/Prospectus to be supplied by Seller for inclusion sent to the stockholders of Parent and the shareholders of the Company in connection with the Joint Proxy StatementParent Stockholders Meeting and the Company Shareholders Meeting, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Buyer Parent or Seller, shareholders of the Company or at the time of the Buyer Parent Stockholders Meeting and or the Seller Meeting and at the Effective TimeCompany Shareholders Meeting, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Parent Stockholders Meeting or the Seller Company Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time Parent Stockholders Meeting or the Company Shareholders Meeting any event relating to Buyer Parent or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Buyer Parent which should be set forth in an amendment to the 38 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer Parent shall promptly inform Sellerthe Company. The Registration Statement shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information to be supplied by Seller Parent for inclusion in the Registration Statement, as to which Buyer makes no representation) Statement shall not at the time the Registration Statement is declared effective by 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 in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information to be supplied by Parent for inclusion in the Registration StatementProxy Statement shall not, on the date the Proxy Statement is first mailed to Parent's shareholders and the Company's stockholders, at the time of the Parent Shareholders' Meeting or the Company Stockholders' Meeting and at the Effective 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 were are made, not misleading. The information (except for information to be supplied by Seller for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Parent Shareholders' Meeting or the Seller Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to Buyer Parent or any of its Affiliatesaffiliates, officers or directors should be discovered by Buyer Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Parent shall promptly inform Sellerthe Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cardiogenesis Corp)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the “Registration Statement, as to which Buyer makes no representation”) 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 (except for information to be supplied by Seller Company for inclusion in the Joint proxy statement/prospectus to be sent to the stockholders of Parent in connection with the meeting of Parent’s stockholders to consider the Merger (the “Parent Stockholders Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement, as to which Buyer makes no representation”) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerParent’s stockholders, at the time of the Buyer Meeting and the Seller Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Company shall promptly inform SellerParent and Merger Sub. Notwithstanding the foregoing, Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub or any other third party which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Saflink Corp)
Registration Statement; Proxy Statement/Prospectus. Subject to the accuracy of the information regarding the Company provided by the Company specifically for inclusion in the joint proxy statement and registration statement on Form S-4 (or such other or successor form as shall be appropriate) (including any amendments or supplements thereto, the "Registration Statement"), pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC, such Registration Statement will not, 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 necessary in order to make the statements included therein not misleading. The information supplied by Parent for inclusion in the Proxy Statement included in the Registration Statement (except for information supplied by Seller for inclusion in shall not, on the Registration Statementdate the Proxy Statement is first mailed to stockholders, as to which Buyer makes no representation) shall not at the time of the Registration Statement is declared effective by Company Stockholders' Meeting or Parent Stockholders' Meeting, or at the SEC 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 Statementtherein, in light of the circumstances under which they were are made, not misleading. The information (except for information to be supplied by Seller for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Company Stockholders' Meeting or the Seller Parent Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to Buyer Parent, Merger Sub or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by Buyer Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer shall Parent or Merger Sub will promptly inform Sellerthe Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for written -------------------------------------------------- information supplied by Seller Target expressly for the purpose of inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") 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 or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The written information (except for information to be supplied by Seller Target expressly for the purpose of inclusion in the Joint proxy statement/prospectus to be sent to the stockholders of Target in connection with the meetings of Target's stockholders (the "Target Stockholders Meeting") to be held in connection with the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement, as to which Buyer makes no representation") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or SellerTarget's stockholders, at the time of the Buyer Meeting and the Seller Target Stockholders Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a 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 were 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 Buyer Meeting or the Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors information should be discovered by Buyer which Target that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Target shall promptly inform SellerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Starfish for inclusion in the registration statement on Form S-4 pursuant to which the shares of Motorola Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement, as to which Buyer makes no representation") 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 in which they such statements were made, not misleading. The information (except for information to be supplied by Seller Starfish for inclusion in the Joint proxy statement/prospectus (the "Proxy Statement, as ") to which Buyer makes no representationbe sent to the Starfish shareholders in connection with the meeting of Starfish's shareholders to consider approval of this Agreement and the Merger (the "Starfish Shareholders' Meeting") in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders shareholders of Buyer or SellerStarfish, at the time of the Buyer Starfish Shareholder's Meeting and the Seller Meeting and at on the Effective TimeDate, contain any statement which, at such time and in light of the circumstances under which it shall be 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 Buyer Meeting or the Seller Starfish Shareholders' Meeting which has become false or misleading. If If, at any time prior to the Effective Time Date, Starfish should discover any event or fact relating to Buyer Starfish or any of its Affiliates, officers or directors should which would be discovered by Buyer which should required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer Starfish shall promptly inform Seller.Motorola of such event or fact. A1-26
Appears in 1 contract
Samples: Annex A1 Agreement and Plan of Merger (Motorola Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Parent for inclusion in the Registration Statement, as to which Buyer makes no representation) 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 therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except supplied by Parent for information inclusion or incorporation by reference in the Proxy Statement/Prospectus to be supplied by Seller for inclusion sent to the stockholders of Parent and the shareholders of the Company in connection with the Joint Proxy StatementParent Stockholders Meeting and the Company Shareholders Meeting, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Buyer Parent or Seller, shareholders of the Company or at the time of the Buyer Parent Stockholders Meeting and or the Seller Meeting and at the Effective TimeCompany Shareholders Meeting, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Parent Stockholders Meeting or the Seller Company Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time Parent Stockholders Meeting or the Company Shareholders Meeting any event relating to Buyer Parent or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Buyer Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Buyer Parent shall promptly inform Sellerthe Company. The Registration Statement shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller Acquiror or required to be supplied by Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration StatementStatement shall not, as to which Buyer makes no representation) shall not at the time the Registration Statement 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 (except for information supplied by Acquiror or required to be supplied by Seller Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint 45 Proxy Statement is first mailed to stockholders of Buyer or Sellerthe Company's stockholders, at the time of the Buyer Meeting and the Seller Company Stockholders Meeting and at the Effective Time, contain any statement whichthat, at such time and in light of the circumstances under which it shall be 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 by or on behalf of the Company for the Buyer Company Stockholders Meeting or the Seller Meeting which that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to Buyer Acquiror or any of its AffiliatesAcquiror Subsidiary, or their respective officers or directors directors, should be discovered by Buyer which Acquiror that should be set forth in an amendment or a supplement to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer as the case may be, Acquiror shall promptly inform Sellerthe Company. All documents that Acquiror is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Communication Systems Inc)
Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Seller 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, as to which Buyer makes no representation") 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 (except for information to be supplied by Seller for inclusion in the Joint Proxy Statement, as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Buyer or Seller, at the time of the Buyer Meeting and the Seller Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it 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 Buyer Meeting or the Seller Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer the Company or any of its Affiliates, officers or directors affiliates should be discovered by Buyer the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Buyer the Company shall promptly inform SellerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (CRW Financial Inc /De)
