Required Information. In connection with the preparation of the Merger Form 8-K and Press Release, and for such other reasonable purposes, the Company and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of the Company and Parent to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Ithaka Acquisition Corp), Merger Agreement (Juniper Partners Acquisition Corp.), Merger Agreement (Ithaka Acquisition Corp)
Required Information. In connection with the preparation of the Merger Transaction Form 8-K K, Information Statement and Press Release, and for such other reasonable purposes, the Company and Parent Buyer each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders (including the directors of Parent and the Company Buyer to be elected effective as of the Closing pursuant to Section 5.2 6.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the MergerTransaction, or any other statement, filing, notice or application made by or on behalf of the Company and Parent Buyer or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Share Exchange Agreement (Sunningdale, Inc.), Share Exchange Agreement (Sunningdale, Inc.), Share Exchange Agreement (Micro Interconnect Technology Inc)
Required Information. In connection with the preparation of the Merger Transaction Form 8-K K, 14f-1 Information Statement, and Press Release, and for such other reasonable purposes, each of the Company and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the MergerTransaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent to any third party and/or any Governmental Entity in connection with the Merger Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Merger Agreement (Multi Link Telecommunications Inc), Merger Agreement (Qorus Com Inc), Merger Agreement (Applied Spectrum Technologies Inc)
Required Information. In connection with the preparation of the Merger Transaction Form 8-K and Press Release, and for such other reasonable purposes, the Company each Party and Parent each its affiliates shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Parent and the Company Sharewell to be elected effective as of the Closing pursuant to Section 5.2 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Mergertransactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of the Company and Parent each Party to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebyby this Agreement. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Merger Agreement (Artemis Acquisition Corp.), Merger Agreement (Artemis Acquisition Corp.)
Required Information. In connection with the preparation of the Merger Transaction Form 8-K K, and Press Release, and for such other reasonable purposes, the Company and Parent each Party shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective subsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors of Parent and the Company FPM to be elected effective as of the Closing pursuant to Section 5.2 hereof6.1 hereof any officers appointed by such directors thereafter) and such other matters as may be reasonably necessary or advisable in connection with the MergerTransaction, or any other statement, filing, notice or application made by or on behalf of the Company each Party and Parent FPM to any third party and/or any Governmental Entity in connection with the Merger Transaction and the other transactions contemplated hereby. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Merger Agreement (Fluoropharma Medical, Inc.), Merger Agreement (Fluoropharma Medical, Inc.)
Required Information. In connection with the preparation of the Merger Form 8-K and Press Release, and for such other reasonable purposes, the Company and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 6.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of the Company and Parent to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Merger Agreement (Israel Technology Acquisition Corp.), Merger Agreement (Israel Technology Acquisition Corp.)
Required Information. In connection with the preparation of the Merger Transaction Form 8-K K, the Information Statement, and Press Release, and for such other reasonable purposes, the Company and Parent Eneco each shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent and the Company Eneco to be elected effective as of the Closing pursuant to Section 5.2 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the MergerTransaction, or any other statement, filing, notice or application made by or on behalf of the Company and Parent Eneco to any third party and/or any Governmental Entity in connection with the Merger Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Merger Agreement (Wentworth I Inc)
Required Information. In connection with the preparation of the Merger Transaction Form 8-K K, the 14F Information Statement, the 14C Information Statement, and Press Release, and for such other reasonable purposes, the Company and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 5.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the MergerTransaction, or any other statement, filing, notice or application made by or on behalf of the Company and Parent to any third party and/or any Governmental Entity in connection with the Merger Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Merger Agreement (Chiste Corp)
Required Information. In connection with the preparation of the Merger Transaction Form 8-K and Press Release, and for such other reasonable purposes, the Company and Parent each Party shall, upon request by the otherothers, furnish the other others with all information concerning themselves, their respective directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Parent and the Company GHR to be elected effective as of the Closing pursuant to Section 5.2 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the MergerTransaction, or any other statement, filing, notice or application made by or on behalf of the Company and Parent each Party to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebyby this Agreement. Each party Party warrants and represents to the other party Parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Required Information. In connection with the preparation of the Merger Form 8-K and Press Release, and for such other reasonable purposes, the Company and Parent Key each shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent Key and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the MergerMergers, or any other statement, filing, notice or application made by or on behalf of the Company and Parent Key to any third party and/or any Governmental Entity in connection with the Merger Mergers and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Key Hospitality Acquisition CORP)
Required Information. In connection with the preparation of the Merger Form 8-K and Press ReleaseProxy/Registration Statement, the Other Filings, and for such other reasonable purposes, each of the Company and Parent each Noble shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, the Proxy/Registration Statement, the Other Filings or any other statement, filing, notice or application made by or on behalf of the Company and Parent Noble to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Merger Agreement (Noble Medical Technologies, Inc.)
Required Information. In connection with the preparation of the Merger Form 8-K and Press Release, and for such other reasonable purposes, the Company and Parent the Buyer each shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent the Buyer and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereofClosing) and such other matters as may be reasonably necessary or advisable in connection with the Mergertransactions set forth in this Agreement, or any other statement, filing, notice or application made by or on behalf of the Company and Parent or the Buyer to any third party and/or any Governmental Entity Authority in connection with the Merger and the other transactions contemplated herebyset forth in this Agreement. Each party represents and warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (for the avoidance of doubt, this sentence shall be deemed a representation and warranty and not a covenant).
Appears in 1 contract
Samples: Stock Purchase Agreement (MBF Healthcare Acquisition Corp.)
Required Information. In connection with the preparation of the Merger Form 8-K and Press Release, and for such other reasonable purposes, the Company and the Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers and stockholders shareholders (including the directors of the Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereofClosing) and such other matters as may be reasonably necessary or advisable in connection with the MergerTransaction, or any other statement, filing, notice or application made by or on behalf of the Company and the Parent to any third party and/or any Governmental Entity in connection with the Merger Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Merger Agreement (Restaurant Acquisition Partners, Inc.)
Required Information. In connection with the preparation of the Merger Form 8-K and Press Release, and for such other reasonable purposes, the Company and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 5.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of the Company and Parent to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Merger Agreement (Services Acquisition Corp. International)
Required Information. In connection with the preparation of the Merger Execution Form 8-K K, Transaction Form 8-K, Information Statement and Press Release, and for such other reasonable purposes, the Company and Parent FERS each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Mergertransactions contemplated hereby, or any other statement, filing, notice or application made by or on behalf of the Company and Parent FERS or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fast Eddie Racing Stables Inc)
Required Information. In connection with the preparation of the Merger Form 8-K and Press Release, and for such other reasonable purposes, the Company and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of the Company and Parent to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Required Information. In connection with the preparation of the Merger Transaction Form 8-K and Press Release, and for such other reasonable purposes, each of the Company and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their respective subsidiaries, directors, officers officers, managers, managing members, stockholders and stockholders members (including the directors and officers of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the MergerTransaction, or any other statement, filing, notice or application made by or on behalf of each of the Company and Parent to any third party and/or any Governmental Entity in connection with the Merger Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract