Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be mailed to Seller’s shareholders in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, when first mailed to the shareholders of Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting. (c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 6 contracts
Samples: Merger Agreement (Georgia-Carolina Bancshares, Inc), Merger Agreement (State Bank Financial Corp), Merger Agreement (State Bank Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, instrument --------------------------- or other writing furnished or to be furnished by any Buyer Entity PURCHASER Company or any Affiliate thereof to Seller TARGET pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity PURCHASER Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer PURCHASER with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any PURCHASER Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s TARGET's shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity PURCHASER Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 4 contracts
Samples: Merger Agreement (Abc Bancorp), Merger Agreement (Abc Bancorp), Merger Agreement (Abc Bancorp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer WSFS Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by Buyer WSFS with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. The portions of the Registration Statement and the Joint Proxy/Prospectus relating to WSFS Entities and other portions within the reasonable control of WSFS Entities will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None of the information supplied or to be supplied by the Buyer any WSFS Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be mailed to Seller’s shareholders in connection with the Seller’s Shareholders’ MeetingJoint Proxy/Prospectus, and any other documents to be filed by any Buyer a WSFS Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filedfiled (or when incorporated by reference), and with respect to the Registration StatementJoint Proxy/Prospectus, when first mailed to the shareholders stockholders of Seller WSFS, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting WSFS Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the WSFS Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 4 contracts
Samples: Merger Agreement (Bryn Mawr Bank Corp), Merger Agreement (WSFS Financial Corp), Merger Agreement (WSFS Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, instrument --------------------------- or other writing furnished or to be furnished by any Buyer Entity TARGET Company or any Affiliate thereof to Seller PURCHASER pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer PURCHASER with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any TARGET Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s TARGET's shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity TARGET Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity TARGET Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 4 contracts
Samples: Merger Agreement (Abc Bancorp), Merger Agreement (Abc Bancorp), Merger Agreement (Abc Bancorp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Seller Entity or any Affiliate thereof to Seller Buyer pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Seller Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer Seller Entity or any Affiliate thereof for inclusion in the Registration Statement any Proxy Statement/Prospectus to be mailed to Seller’s shareholders in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Seller Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration any Proxy Statement/Prospectus, when first mailed to the shareholders of Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) All documents that any Buyer Seller Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 4 contracts
Samples: Merger Agreement (Congaree Bancshares Inc), Merger Agreement (Georgia-Carolina Bancshares, Inc), Merger Agreement (State Bank Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Southwest Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by Buyer Xxxxxxx with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. The portions of the Registration Statement and the Proxy Statement relating to Southwest and its Subsidiaries and other portions within the reasonable control of Southwest and its Subsidiaries will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None of the information supplied or to be supplied by the Buyer any Southwest Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be mailed to Seller’s shareholders in connection with the Seller’s Shareholders’ MeetingProxy Statement, and any other documents to be filed by any Buyer a Southwest Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filedfiled (or when incorporated by reference), and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Southwest and shareholders of Xxxxxxx, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the SellerSouthwest’s Shareholders’ Meeting and Xxxxxxx’ Shareholders’ Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerSouthwest’s Shareholders’ Meeting or Xxxxxxx’ Shareholders’ Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Simmons First National Corp), Merger Agreement (Southwest Bancorp Inc), Merger Agreement (Southwest Bancorp Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Xxxxxxx Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by Buyer Xxxxxxx with the SEC SEC, will, when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The portions of the Registration Statement and the Proxy Statement relating to Xxxxxxx and its Subsidiaries and other portions within the reasonable control of Xxxxxxx and its Subsidiaries will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None of the information supplied or to be supplied by the Buyer any Xxxxxxx Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Proxy Statement to be mailed to SellerSouthwest’s shareholders and Xxxxxxx’ shareholders in connection with the SellerSouthwest’s Shareholders’ Meeting and Xxxxxxx’ Shareholders’ Meeting, and any other documents to be filed by any Buyer Xxxxxxx Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Southwest and the shareholders of Xxxxxxx, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the SellerSouthwest’s Shareholders’ Meeting and Xxxxxxx’ Shareholders’ Meeting, be false or misleading with respect to any material fact, or omit to state any material fact fact, in light of the circumstances under which they were made, necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerSouthwest’s Shareholders’ Meeting or Xxxxxxx’ Shareholders’ Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Simmons First National Corp), Merger Agreement (Southwest Bancorp Inc), Merger Agreement (Simmons First National Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof Parent for inclusion in the Registration Statement to be filed by Buyer Parent with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity or any Affiliate thereof Parent for inclusion in the Registration Proxy Statement to be mailed to Seller’s Subject Company's shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity Parent or any Affiliate thereof Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Subject Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity Parent or any Affiliate thereof Parent Subsidiary is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Union Planters Corp), Merger Agreement (Capital Bancorp/Fl), Merger Agreement (Union Planters Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Seller Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by Buyer with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. The portions of the Registration Statement and the Proxy Statement/Prospectus relating to the Seller Entities and other portions within the reasonable control of the Seller Entities will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder at the time the Registration Statement becomes effective and at the time the Proxy Statement/Prospectus is filed with the SEC and first mailed.
(b) None of the information supplied or to be supplied by the Buyer any Seller Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be mailed to Seller’s shareholders in connection with the Seller’s Shareholders’ MeetingProxy Statement/Prospectus, and any other documents to be filed by any Buyer a Seller Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filedfiled (or when incorporated by reference), and with respect to the Registration Proxy Statement/Prospectus, when first mailed to the shareholders of Seller Seller, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Spirit of Texas Bancshares, Inc.), Merger Agreement (Simmons First National Corp), Merger Agreement (Spirit of Texas Bancshares, Inc.)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Carolina Financial Entity or any Affiliate thereof to Seller First South pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Carolina Financial Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Carolina Financial with the SEC willin connection with the Merger will (after taking into account any supplemental or amended information provided prior to approval), when the Registration Statement becomes effectiveis declared effective by the SEC, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer any Carolina Financial Entity or any Affiliate thereof for inclusion in the Registration Statement any final Joint Proxy Statement/Prospectus to be mailed to Seller’s the shareholders of First South and the stockholders of Carolina Financial in connection with the SellerFirst South’s Shareholders’ Meeting and Carolina Financial’s Stockholders’ Meeting, and any other documents to be filed by any Buyer Carolina Financial Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, (after taking into account any supplemental or amended information provided prior to filing, mailing, or the date of First South’s Shareholders’ Meeting or the Carolina Financial Stockholders’ Meeting, as applicable) at the respective time such documents are filed, and with respect to the Registration any Joint Proxy Statement/Prospectus, when first mailed to the shareholders of Seller First South and the stockholders of Carolina Financial be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerFirst South’s Shareholders’ Meeting and the Carolina Financial Stockholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy proxies for Seller’s Shareholders’ Meetingeach meeting.
(c) All documents that any Buyer Carolina Financial Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Carolina Financial Corp), Merger Agreement (Carolina Financial Corp), Merger Agreement (First South Bancorp Inc /Va/)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity Target Company or any Affiliate thereof to Seller Purchaser pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity Target Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Purchaser with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Target Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s the Target shareholders in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity Target Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Target, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) . All documents that any Buyer Entity Target Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Abc Bancorp), Merger Agreement (Ameris Bancorp), Merger Agreement (First National Banc Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer First South Entity or any Affiliate thereof to Seller Carolina Financial pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer First South Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Carolina Financial with the SEC willin connection with the Merger will (after taking into account any supplemental or amended information provided prior to approval), when the Registration Statement becomes effectiveis declared effective by the SEC, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer First South Entity or any Affiliate thereof for inclusion in the Registration Statement any final Joint Proxy Statement/Prospectus to be mailed to Seller’s the shareholders of First South and the stockholders of Carolina Financial in connection with the SellerFirst South’s Shareholders’ Meeting and Carolina Financial’s Stockholders’ Meeting, and any other documents to be filed by any Buyer First South Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, (after taking into account any supplemental or amended information provided prior to filing, mailing, or the date of First South’s Shareholders’ Meeting or the Carolina Financial Stockholders’ Meeting, as applicable) at the respective time such documents are filed, and with respect to the Registration any Joint Proxy Statement/Prospectus, when first mailed to the shareholders of Seller First South and the stockholders of Carolina Financial be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerFirst South’s Shareholders’ Meeting and the Carolina Financial Stockholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy proxies for Seller’s Shareholders’ Meetingeach meeting.
(c) All documents that any Buyer First South Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Carolina Financial Corp), Merger Agreement (Carolina Financial Corp), Merger Agreement (First South Bancorp Inc /Va/)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity Purchaser Company or any Affiliate thereof to Seller Target pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity Purchaser Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Purchaser with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Purchaser Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to SellerTarget’s shareholders in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity Purchaser Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Target, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) . All documents that any Buyer Entity Purchaser Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Abc Bancorp), Merger Agreement (First National Banc Inc), Merger Agreement (Ameris Bancorp)
Statements True and Correct. (a) No statement, certificate, instrument, statement or other writing certificate furnished or to be furnished by any Target Entity to Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument document referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Target Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s shareholders each Party's stockholders in connection with the Seller’s Shareholders’ MeetingStockholders' Meetings, and any other documents to be filed by any Buyer a Target Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders stockholders of Seller Target and Buyer, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) the Stockholders' Meetings. All documents that any Buyer Target Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Fuqua Enterprises Inc), Merger Agreement (Graham Field Health Products Inc)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity Flag Companies or any Affiliate thereof to Seller FCB pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity Flag Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Flag with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Flag Companies or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s FCB shareholders in connection with the Seller’s Shareholders’ Meeting, FCB Meeting and any other documents to be filed by any Buyer Entity Flag Companies or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders of Seller FCB, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting FCB Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholderseither of such shareholders’ Meeting.
(c) meetings. All documents that any Buyer Entity Flag Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First Capital Bancorp, Inc.), Merger Agreement (Flag Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Veritex Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by Buyer Veritex with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. The portions of the Registration Statement and the Joint Proxy/Prospectus relating to Veritex Entities and other portions within the reasonable control of Veritex Entities will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None of the information supplied or to be supplied by the Buyer any Veritex Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be mailed to Seller’s shareholders in connection with the Seller’s Shareholders’ MeetingJoint Proxy/Prospectus, and any other documents to be filed by any Buyer a Veritex Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filedfiled (or when incorporated by reference), and with respect to the Registration StatementJoint Proxy/Prospectus, when first mailed to the shareholders of Seller Veritex, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Veritex Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the Veritex Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Green Bancorp, Inc.), Agreement and Plan of Reorganization (Veritex Holdings, Inc.)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by or on behalf of any Buyer Interim Entity or any Affiliate thereof to Seller pursuant or for the benefit of Norrxxx xxxsuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Interim Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC SEC, will, when filed and when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer any Interim Entity or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s Norrxxx'x xxxreholders in connection with the Norrxxx Xxxreholders' Meeting and to be mailed to Interim's shareholders in connection with the Seller’s Shareholders’ Interim Shareholder's Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, when Proxy Statement is first mailed to the respective shareholders of Seller Norrxxx xxx Interim, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration as to such Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting each of Interim's and Norrxxx'x Xxxreholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the respective Shareholders’ ' Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Norrell Corp), Merger Agreement (Interim Services Inc)
Statements True and Correct. (a) No Neither this Agreement nor any statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity PBF Company or any Affiliate thereof to Seller ANB pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, agreement, agreement or instrument referred to herein herein, contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity PBF Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by ANB in connection with the transactions provided for in this Agreement, including without limitation (i) documents to be filed by Buyer with the SEC willSEC, when including without limitation the Registration Statement becomes effectiveon Form S-4 of ANB registering the shares of ANB Common Stock to be offered to the holders of PBF Common Stock, be false or misleading with respect and all amendments thereto (as amended, the “S-4 Registration Statement”) and the Proxy Statement and Prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto (as amended and supplemented, the “Proxy Statement/Prospectus”), (ii) filings pursuant to any state securities and blue sky Laws, and (iii) filings made in connection with the obtaining of Consents from Regulatory Authorities, in the case of the S-4 Registration Statement, at the time the S-4 Registration Statement is declared effective pursuant to the 1933 Act, in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof and at the time of the meeting of stockholders to which the Proxy Statement/Prospectus relates, and in the case of any other documents, the time such documents are filed with a Regulatory Authority and/or at the time they are distributed to stockholders of ANB or PBF, contains or will contain any untrue statement of a material fact, fact or omit fails or will fail to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement required to be mailed to Seller’s shareholders stated therein or necessary in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, when first mailed to the shareholders of Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) . All documents that any Buyer Entity or any Affiliate thereof PBF Company is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Alabama National Bancorporation), Merger Agreement (P B Financial Services Corp)
Statements True and Correct. (a) No statement, representation or warranty by GSB in this Agreement and no statement contained in the GSB Disclosure Memorandum or any certificate, instrument, or other writing furnished or to be furnished by any Buyer GSB Entity or any Affiliate thereof to Seller Buyer pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer GSB Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer any GSB Entity or any Affiliate thereof for inclusion in the Registration Statement Proxy Statement/Prospectus to be mailed delivered to SellerGSB’s shareholders in connection with the SellerGSB’s Shareholders’ MeetingMeetings, and any other documents to be filed by any Buyer GSB Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement/Prospectus, when first mailed or delivered to the shareholders of Seller GSB be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerGSB’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerGSB’s Shareholders’ Meeting.
(c) All documents that any Buyer GSB Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First Bancorp /Nc/), Merger Agreement (Grandsouth Bancorporation)
Statements True and Correct. (a) No statement, representation or warranty by SB in this Agreement and no statement contained in the SB Disclosure Memorandum or any certificate, instrument, or other writing furnished or to be furnished by any Buyer SB Entity or any Affiliate thereof to Seller Buyer pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer SB Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer any SB Entity or any Affiliate thereof for inclusion in the Registration Statement any Joint Proxy Statement/Prospectus to be mailed delivered to SellerSB’s shareholders in connection with the SellerSB’s Shareholders’ MeetingMeetings, and any other documents to be filed by any Buyer SB Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement/Prospectus, when first mailed or delivered to the shareholders of Seller SB be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerSB’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerSB’s Shareholders’ Meeting.
(c) All documents that any Buyer SB Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Select Bancorp, Inc.), Merger Agreement (First Bancorp /Nc/)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Carolina Trust Entity or any Affiliate thereof to Seller Carolina Financial pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Carolina Trust Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Carolina Financial with the SEC willin connection with the Merger will (after taking into account any supplemental or amended information provided prior to approval), when the Registration Statement becomes effectiveis declared effective by the SEC, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer Carolina Trust Entity or any Affiliate thereof for inclusion in the Registration Statement any final Proxy Statement/Prospectus to be mailed to Seller’s the shareholders of Carolina Trust in connection with the SellerCarolina Trust’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Carolina Trust Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, (after taking into account any supplemental or amended information provided prior to filing, mailing, or the date of Carolina Trust’s Shareholders’ Meeting) at the respective time such documents are filed, and with respect to the Registration any Proxy Statement/Prospectus, when first mailed to the shareholders of Seller Carolina Trust be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerCarolina Trust’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy proxies for Seller’s Shareholders’ Meetingthe meeting.
(c) All documents that any Buyer Carolina Trust Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Carolina Financial Corp), Merger Agreement (Carolina Trust BancShares, Inc.)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller ASBB pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement Proxy Statement/Prospectus to be mailed delivered to SellerASBB’s shareholders in connection with the SellerASBB’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement/Prospectus, when first mailed or delivered to the shareholders of Seller ASBB be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerASBB’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerASBB’s Shareholders’ Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (ASB Bancorp Inc), Merger Agreement (First Bancorp /Nc/)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Cornerstone Entity or any Affiliate thereof to Seller Parent pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Cornerstone Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Parent with the SEC willwill (after taking into account any supplemental or amended information provided prior to approval), when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer a Cornerstone Entity or any Affiliate thereof for inclusion in the Registration Statement any Proxy Statement/Prospectus to be mailed to SellerCornerstone’s shareholders in connection with the SellerCornerstone’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Cornerstone Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, willwill (after taking into account any supplemental or amended information provided prior to filing, mailing, or the date of Cornerstone’s Shareholders’ Meeting, as applicable) at the respective time such documents are filed, and with respect to the Registration any Proxy Statement/Prospectus, when first mailed to the shareholders of Seller Cornerstone be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerCornerstone’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerCornerstone’s Shareholders’ Meeting.
(c) All documents that any Buyer Cornerstone Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First Community Corp /Sc/), Merger Agreement (First Community Corp /Sc/)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Target Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when supplied or when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The portions of the Registration Statement and the Proxy Statement relating to Target and its Subsidiaries and other portions within the reasonable control of Target and its Subsidiaries will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None of the information supplied or to be supplied by the Buyer any Target Entity or any Affiliate thereof for inclusion in the Registration Statement to be mailed to Seller’s shareholders in connection with the Seller’s Shareholders’ MeetingProxy Statement, and any other documents to be filed by any Buyer a Target Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Target, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Banctrust Financial Group Inc), Merger Agreement (Banctrust Financial Group Inc)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity UPC Company or any Affiliate thereof to Seller Magna pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity UPC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer UPC with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any UPC Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s Magna's shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity UPC Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Magna, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity UPC Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Union Planters Corp), Agreement and Plan of Reorganization (Magna Bancorp Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Parent Entity or any Affiliate thereof to Seller BFTL pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Parent Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Parent with the SEC will, when the Registration Statement becomes effectiveapplication is approved, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Parent Entity or any Affiliate thereof for inclusion in the Registration Statement Joint Proxy Statement/Prospectus to be mailed to Sellereach of BFTL’s shareholders and Parent’s shareholders in connection with the Seller’s their respective Shareholders’ Meeting, and any other documents to be filed by any Buyer Parent Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, willincluding pursuant to Section 7.2 hereof, will (after taking into account any supplemental or amended information provided prior to filing, mailing, or the date of their respective Shareholders’ Meeting) at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement/Prospectus, when first mailed to the shareholders of Seller each of BFTL or Parent be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s their respective Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s their respective Shareholders’ Meeting.
(c) All documents that any Buyer Parent Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First National Corp /Va/), Merger Agreement (First National Corp /Va/)
Statements True and Correct. (a) No representation or warranty contained in Article Six of this Agreement, and no statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof BancTrust Company to Seller Peoples pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof BancTrust Company for inclusion in the Registration Statement to be filed by Buyer BancTrust with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be mailed to SellerPeoples’ shareholders or BancTrust’s shareholders in connection with the Seller’s Shareholders’ MeetingMeetings, and any other documents to be filed by any Buyer Entity or any Affiliate thereof BancTrust with the SEC SEC, or any other Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective time such documents are filed, filed and with respect to the Registration Proxy Statement, when first mailed to the shareholders Shareholders of Seller Peoples, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Meetings, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) Meetings. All documents that any Buyer Entity or any Affiliate thereof BancTrust Company is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Peoples Banctrust Co Inc), Merger Agreement (Peoples Banctrust Co Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer WSFS Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by Buyer WSFS with the SEC SEC, will, when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. The portions of the Registration Statement and the Proxy Statement relating to WSFS and its Subsidiaries and other portions within the reasonable control of WSFS and its Subsidiaries will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None of the information supplied or to be supplied by the Buyer any WSFS Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Proxy Statement to be mailed to SellerAlliance’s shareholders in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer WSFS Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Alliance, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Meeting, be false or misleading with respect to any material fact, or omit to state any material fact fact, in light of the circumstances under which they were made, necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Alliance Bancorp, Inc. Of Pennsylvania), Merger Agreement (WSFS Financial Corp)
Statements True and Correct. (a) No statementHolopak has furnished Foilmark with copies of all written Holopak Contracts, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light and such copies are true and correct copies of the circumstances under which they were made, not misleading.
(b) written Holopak Contracts as such exist on the date of this Agreement. None of the information supplied or to be supplied by any Buyer Entity Holopak Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Foilmark with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Holopak Company or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s each Party's shareholders in connection with the Seller’s Shareholders’ Meeting' Meetings, and any other documents to be filed by any Buyer Entity Holopak Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders of Seller Foilmark and Holopak, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, therein in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) ' Meetings. All documents that any Buyer Entity Holopak Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Simon Robert J), Merger Agreement (Holopak Technologies Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity Emerald or any Affiliate thereof to Seller Phoenix pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity Emerald or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Phoenix with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. .
(c) None of the information supplied or to be supplied by the Buyer Entity Emerald or any Affiliate thereof for inclusion in the Registration Statement Joint Proxy Statement/Prospectus to be mailed to Seller’s shareholders each Party's stockholders in connection with the Seller’s Shareholders’ MeetingStockholders' Meetings, and any other documents to be filed by any Buyer Entity Emerald or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement/Prospectus, when first mailed to the shareholders stockholders of Seller Emerald and stockholders of Phoenix, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meetingthe Stockholders' Meetings.
(cd) All documents that any Buyer Entity Emerald or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Elastic Networks Inc), Merger Agreement (Paradyne Networks Inc)
Statements True and Correct. (a) No statementThe statements, certificatecertificates, instrument, or instruments and other writing writings furnished or to be furnished by any the Buyer Entity Entities or any Affiliate thereof to Seller Target pursuant to this Agreement or any and the other documentdocuments, agreement, or instrument agreements and instruments referred to herein contains or do not contain and will not contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion included in the Registration First Proxy Statement to be filed by Buyer with and the SEC willSecond Proxy Statement, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be mailed to SellerBuyer’s shareholders stockholders in connection with the Seller’s ShareholdersFirst Stockholders’ Meeting and the Second Stockholders’ Meeting, as the case may be, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyhereby that is supplied by any Buyer Entity or any Affiliate thereof, will, at the respective time such documents are filed, and with respect to the Registration First Proxy Statement and the Second Proxy Statement, as the case may be, when each is first mailed to the shareholders stockholders of Seller be false or misleading with respect to any Buyer, contain an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration First Proxy Statement (or any amendment thereof or supplement thereto) or the Second Proxy Statement (or any amendment thereof or supplement thereto), as the case may be, at the time of the Seller’s ShareholdersFirst Stockholders’ Meeting be false or misleading with respect to any and the Second Stockholders’ Meeting, as the case may be, will contain an untrue statement of material fact, or omit to state any material fact necessary to correct make the statements therein not misleading. The Proxy Statement (and any statement amendment or supplement thereto) will, when filed, comply as to form in any earlier communication all material respects with respect the applicable requirements of the Exchange Act and, subject to Section 7.2(d) of this Agreement, the solicitation First Proxy Statement will include a recommendation by the Board of any proxy for Seller’s Shareholders’ MeetingDirectors of Buyer to approve the Nasdaq Stockholder Approval and as may be required by the Nasdaq Stock Market and the Second Proxy Statement will include a recommendation by the Board of Directors of Buyer to approve the Buyer Stockholder Approval.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Authentidate Holding Corp), Merger Agreement (Authentidate Holding Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller GSB pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement Proxy Statement/Prospectus to be mailed delivered to SellerGSB’s shareholders in connection with the SellerGSB’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement/Prospectus, when first mailed or delivered to the shareholders of Seller GSB be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerGSB’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerGSB’s Shareholders’ Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Grandsouth Bancorporation), Merger Agreement (First Bancorp /Nc/)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Seller Entity or any Affiliate thereof to Seller Buyer pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Seller Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Seller Entity or any Affiliate thereof for inclusion in the Registration any Proxy Statement to be mailed to Seller’s 's shareholders in connection with the Seller’s 's Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Seller Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the any Registration Statement, when first mailed to the shareholders of Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, at the time of the Seller’s 's Shareholders’ ' Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s 's Shareholders’ ' Meeting.
(c) All documents that any Buyer Seller Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (El Banco Financial Corp), Merger Agreement (Nbog Bancorporation Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Seller Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer any Seller Entity or any Affiliate thereof for inclusion in the Registration Statement any Proxy Statement/Prospectus to be mailed to Seller’s shareholders in connection with the Seller’s Seller Shareholders’ Meeting, and any other documents to be filed by any Buyer Seller Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement/Prospectus, when first mailed to the shareholders of Seller Seller, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or Proxy Statement/Prospectus, and after giving effect to any amendment thereof or supplement thereto, at the time of the Seller’s Seller Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement make the statements therein, in any earlier communication with respect to light of the solicitation of any proxy for Seller’s Shareholders’ Meetingcircumstances under which they were made, not misleading.
(cb) All documents that any Buyer Seller Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (SCBT Financial Corp), Merger Agreement (TSB Financial CORP)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof on behalf of SCB or SC Bank for inclusion in the Registration Statement registration statement on Form S-4 or other appropriate form, or any amendments or supplements thereto, to be filed by Buyer with the SEC Commission by Acquiror in connection with the transactions contemplated by this Agreement (the "REGISTRATION STATEMENT") or the proxy statement to be used by SCB and Acquiror to solicit the approval of their respective shareholders as contemplated by this Agreement (the "PROXY STATEMENT") or any other document to be filed with any governmental agency or regulatory authority in connection with the transactions contemplated hereby will, when in the Registration case of the Proxy Statement becomes effectiveor any amendment thereof or supplement thereto, be false or misleading with respect at the date it is mailed to shareholders of SCB and Acquiror and at the time of the SCB shareholders' meeting described in Section 6.3 hereof (the "SCB SHAREHOLDERS' MEETING") and at the time of the Acquiror shareholders' meeting described in Section 7.3 hereof (the "ACQUIROR SHAREHOLDERS' MEETING"), contain any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement required to be mailed to Seller’s shareholders stated therein or necessary in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, when first mailed to the shareholders of Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement theretoStatement, at the time of the Seller’s Shareholders’ Meeting when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to correct any statement in any earlier communication make the statements therein not misleading. SCB represents, warrants and agrees that through the Effective Time of the Merger, each of the reports, registrations, statements, applications and other filings filed by it or SC Bank with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
Commission, the Federal Reserve Board (cthe "FRB") All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby other governmental agency or regulatory authority will be filed on a timely basis, will comply as to form in all material respects with all of the provisions applicable statutes, rules and regulations enforced or promulgated by the governmental agency or regulatory authority with which it will be filed and that the information contained therein will be true and correct in all material respects (and in the case of applicable Lawsuch filings with the Commission 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 therein, in light of the circumstances under which they will be made, not misleading). The representations and warranties made by SCB or SC Bank hereby contain no statements of material fact which are untrue or misleading, or omit to state any material fact which is necessary under the circumstances to prevent the statements contained herein from being misleading.
Appears in 2 contracts
Samples: Merger Agreement (Monarch Bancorp), Merger Agreement (Sc Bancorp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer FXNC Entity or any Affiliate thereof to Seller Touchstone pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer FXNC Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer FXNC with the SEC willwill (after taking into account any supplemental or amended information provided prior to approval), when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer a FXNC Entity or any Affiliate thereof for inclusion in the Registration Statement Joint Proxy Statement/Prospectus to be mailed to Sellereach of Touchstone’s shareholders and FXNC’s shareholders in connection with the Seller’s their respective Shareholders’ Meeting, and any other documents to be filed by any Buyer FXNC Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, willincluding pursuant to Section 7.2 hereof, will (after taking into account any supplemental or amended information provided prior to filing, mailing, or the date of their respective Shareholders’ Meeting) at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement/Prospectus, when first mailed to the shareholders of Seller each of Touchstone or FXNC, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s their respective Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s their respective Shareholders’ Meeting.
(c) All documents that any Buyer FXNC Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First National Corp /Va/), Merger Agreement (First National Corp /Va/)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity LSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer LSB with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or contain any untrue statement of a material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any LSB Company or any Affiliate thereof for inclusion in the Registration ONSB Proxy Statement to be mailed to Seller’s ONSB's shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity LSB Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration ONSB Proxy Statement, when first mailed to the shareholders of Seller ONSB, be false or misleading with respect to any material fact, or contain any untrue statement of a material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration ONSB Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or contain any untrue statements of material fact, or omit to state any material fact required to be stated thereunder or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity LSB Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (LSB Bancshares Inc /Nc/), Agreement and Plan of Reorganization and Merger (LSB Bancshares Inc /Nc/)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity FBNC or any Affiliate thereof to Seller CLBH pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity FBNC or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer FBNC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity FBNC or any Affiliate thereof for inclusion in the Registration Statement to be mailed delivered to SellerCLBH’s shareholders in connection with the SellerCLBH’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity FBNC or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, when first mailed or delivered to the shareholders of Seller CLBH be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, at the time of the SellerCLBH’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerCLBH’s Shareholders’ Meeting.
(c) All documents that any Buyer Entity FBNC or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Carolina Bank Holdings Inc), Merger Agreement (First Bancorp /Nc/)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Seller Entity or any Affiliate thereof to Seller Buyer pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Seller Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer Seller Entity or any Affiliate thereof for inclusion in the Registration Statement any Joint Proxy Statement/Prospectus to be mailed to Seller’s and Buyer’s shareholders in connection with the Seller’s and Buyer’s Shareholders’ MeetingMeetings, and any other documents to be filed by any Buyer Seller Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration any Joint Proxy Statement/Prospectus, when first mailed to the shareholders of Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) All documents that any Buyer Seller Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First Community Corp /Sc/), Merger Agreement (First Community Corp /Sc/)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof on behalf of Acquiror for inclusion in the Registration Statement or the Proxy Statement or any other document to be filed by Buyer with any governmental agency or regulatory authority in connection with the SEC transactions contemplated hereby will, when in the Registration case of the Proxy Statement becomes effectiveor any amendment thereof or supplement thereto, be false or misleading with respect at the date it is mailed to shareholders of SCB and Acquiror and at the time of the SCB Shareholders' Meeting and the Acquiror Shareholders' Meeting, contain any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement required to be mailed to Seller’s shareholders stated therein or necessary in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, when first mailed to the shareholders of Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement theretoStatement, at the time of the Seller’s Shareholders’ Meeting when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to correct any statement in any earlier communication with respect to make the solicitation statements therein not misleading. Acquiror represents, warrants and agrees that through the Effective Time of any proxy for Seller’s Shareholders’ Meeting.
(c) All documents that any Buyer Entity the Merger, each of the reports, registrations, statements, applications and other filings filed by it or any Affiliate thereof is responsible for filing with any Governmental Authority in connection of its subsidiaries with the transactions contemplated hereby Commission, the FRB or any other governmental agency or regulatory authority will be filed on a timely basis, will comply as to form in all material respects with all of the provisions applicable statutes, rules and regulations enforced or promulgated by the governmental agency or regulatory authority with which it will be filed and that the information contained therein will be true and correct in all material respects (and in the case of applicable Lawsuch filings with the Commission 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 therein, in light of the circumstances under which they will be made, not misleading). The representations and warranties made by Acquiror hereby contain no statements of material fact which are untrue or misleading, or omit to state any material fact which is necessary under the circumstances to prevent the statements contained herein from being misleading.
Appears in 2 contracts
Samples: Merger Agreement (Sc Bancorp), Merger Agreement (Monarch Bancorp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof FBI for inclusion in the Registration Statement to be filed by Buyer FBI with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity or any Affiliate thereof FBI for inclusion in the Registration Proxy Statement to be mailed to Seller’s First National's shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity FBI or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller First National, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity or any Affiliate thereof FBI is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Florida Banks Inc), Merger Agreement (Florida Banks Inc)
Statements True and Correct. (a) No To the knowledge of CT Financial Services, no statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity CT Financial Services Company or any Affiliate thereof to Seller GB&T pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not Materially misleading.
(b) None . To the knowledge of CT Financial Services, none of the information supplied or to be supplied by any Buyer Entity CT Financial Services Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer GB&T with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None To the knowledge of CT Financial Services, none of the information supplied or to be supplied by the Buyer Entity any CT Financial Services Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s CT Financial Services's shareholders in connection with the Seller’s CT Financial Services Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity a CT Financial Services Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller CT Financial Services, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s CT Financial Services Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the CT Financial Services Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity CT Financial Services Company or any Affiliate thereof is are responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Gb&t Bancshares Inc), Merger Agreement (Community Trust Financial Services Corporation)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Seller Entity or any Affiliate thereof to Seller the Buyer pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Seller Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by the Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer any Seller Entity or any Affiliate thereof for inclusion in the Registration Statement any Joint Proxy Statement/Prospectus to be mailed to the Seller’s and the Buyer’s shareholders in connection with the Seller’s and Buyer’s Shareholders’ MeetingMeetings, and any other documents to be filed by any Buyer Seller Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement/Prospectus, when first mailed to the shareholders of the Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Seller’s Shareholders’ Meeting.
(c) All documents that any Buyer Seller Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (American Community Bancshares Inc), Merger Agreement (Yadkin Valley Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity ONSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer LSB with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or contain any untrue statement of material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any ONSB Company or any Affiliate thereof for inclusion in the Registration ONSB Proxy Statement to be mailed to Seller’s ONSB's shareholders in connection with the Seller’s Shareholders’ Shareholders Meeting, and any other documents to be filed by any Buyer Entity a ONSB Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration ONSB Proxy Statement, when first mailed to the shareholders of Seller ONSB, be false or misleading with respect to any material fact, or contain any untrue statement of material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration ONSB Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated thereunder or necessary to correct any material statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity ONSB Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (LSB Bancshares Inc /Nc/), Agreement and Plan of Reorganization and Merger (LSB Bancshares Inc /Nc/)
Statements True and Correct. (a) No statement, certificate, instrument, statement or other writing certificate furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller Target pursuant to this Agreement or any other document, agreement, or instrument document referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the any Buyer Entity or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s shareholders each Party's stockholders in connection with the Seller’s Shareholders’ MeetingStockholders' Meetings, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders stockholders of Seller Target and Buyer, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) the Stockholders' Meetings. All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Graham Field Health Products Inc), Merger Agreement (Fuqua Enterprises Inc)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer PSS Entity or any Affiliate thereof to Seller GSMS pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein delivered pursuant hereto contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer PSS Entity or or, to PSS's Knowledge, any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer PSS with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer any PSS Entity or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s shareholders each Party's stockholders in connection with the Seller’s Shareholders’ MeetingStockholders' Meetings, and any other documents to be filed by any Buyer PSS Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders stockholders of Seller GSMS and PSS, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) the Stockholders' Meetings. All documents that any Buyer PSS Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Gulf South Medical Supply Inc), Merger Agreement (Gulf South Medical Supply Inc)
Statements True and Correct. (a) No statement, representation or warranty by CLBH in this Agreement and no statement contained in the CLBH Disclosure Memorandum or any certificate, instrument, or other writing furnished or to be furnished by any Buyer CLBH Entity or any Affiliate thereof to Seller FBNC pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer CLBH Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer FBNC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer any CLBH Entity or any Affiliate thereof for inclusion in the Registration Statement any Proxy Statement/Prospectus to be mailed delivered to SellerCLBH’s shareholders in connection with the SellerCLBH’s Shareholders’ MeetingMeetings, and any other documents to be filed by any Buyer CLBH Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement/Prospectus, when first mailed or delivered to the shareholders of Seller CLBH be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerCLBH’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerCLBH’s Shareholders’ Meeting.
(c) All documents that any Buyer CLBH Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Carolina Bank Holdings Inc), Merger Agreement (First Bancorp /Nc/)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer FFC Entity or any Affiliate thereof to Seller SPAH pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer FFC Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer SPAH with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. .
(c) None of the information supplied or to be supplied by the Buyer FFC Entity or any Affiliate thereof for inclusion in the Registration Statement Joint Proxy Statement, and any amendments or supplements thereto, to be mailed to Sellereach Party’s shareholders stockholders in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, Stockholders Meetings will (i) when first mailed to the shareholders stockholders of Seller each Party, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, (ii) at the time of the Seller’s Shareholders’ Meeting Stockholders Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication communication, in light of the circumstances under which they were made, not misleading with respect to the solicitation of any proxy for Seller’s Shareholders’ Meetingthe Stockholders Meetings. No other documents to be filed by any FFC Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(cd) All documents that any Buyer FFC Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (SP Acquisition Holdings, Inc.), Merger Agreement (Frontier Financial Corp /Wa/)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity GB&T Company or any Affiliate thereof to Seller Mountain pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity GB&T Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer GB&T with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any GB&T Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s GB&T shareholders in connection with the Seller’s GB&T Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity a GB&T Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller GB&T, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, or in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s GB&T Shareholders’ Meeting Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any an earlier communication with respect to the solicitation of any proxy for Seller’s the GB&T Shareholders’ Meeting.
(c) . All documents that any Buyer Entity GB&T Company or any Affiliate thereof is are responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Mountain Bancshares Inc), Merger Agreement (Gb&t Bancshares Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the any Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement Proxy Statement/Prospectus to be mailed to Seller’s shareholders in connection with the Seller’s Seller Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement/Prospectus, when first mailed to the shareholders of Seller Seller, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or Proxy Statement/Prospectus, and after giving effect to any amendment thereof or supplement thereto, at the time of the Seller’s Seller Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement make the statements therein, in any earlier communication with respect to light of the solicitation of any proxy for Seller’s Shareholders’ Meetingcircumstances under which they were made, not misleading.
(cb) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (SCBT Financial Corp), Merger Agreement (TSB Financial CORP)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity CBAC or any Affiliate thereof to Seller TFC pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity CBAC or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer CBAC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. .
(c) None of the information supplied or to be supplied by the Buyer Entity CBAC or any Affiliate thereof for inclusion in the Registration Statement Joint Proxy Statement, and any amendments or supplements thereto, to be mailed to Sellereach Party’s shareholders stockholders in connection with the Seller’s Shareholders’ MeetingStockholder Meetings, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, will (i) when first mailed to the shareholders stockholders of Seller each Party, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, (ii) at the time of the Seller’s Shareholders’ Meeting Stockholders Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication communication, in light of the circumstances under which they were made, not misleading with respect to the solicitation of any proxy for Seller’s Shareholders’ Meetingthe Stockholders Meetings. No other documents to be filed by CBAC with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(cd) All documents that any Buyer Entity or any Affiliate thereof CBAC is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Community Bankers Acquisition Corp.), Merger Agreement (Transcommunity Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity Magna Company or any Affiliate thereof to Seller UPC pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity Magna Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer UPC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Magna Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s Magna's shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity a Magna Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Magna, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity Magna Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Union Planters Corp), Agreement and Plan of Reorganization (Magna Bancorp Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof to Seller any Vaxcel Company pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Registration Statement to be filed by Buyer Vaxcel with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s Zynaxis's shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity a Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Zynaxis, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Contribution (Vaxcel Inc), Agreement and Plan of Merger and Contribution (Cytrx Corp)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity CBAC or any Affiliate thereof to Seller BOE pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity CBAC or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer CBAC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. .
(c) None of the information supplied by the Buyer Entity CBAC or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Sellereach Party’s shareholders stockholders in connection with the Seller’s Shareholders’ MeetingStockholders Meetings, and any other documents to be filed by any Buyer Entity CBAC or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders stockholders of Seller each Party be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders Meetings be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meetingthe Stockholders Meetings.
(cd) All documents that any Buyer Entity CBAC or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Boe Financial Services of Virginia Inc), Merger Agreement (Community Bankers Acquisition Corp.)
Statements True and Correct. (a) No statement, certificate, instrument, --------------------------- instrument or other writing furnished or to be furnished by any Buyer Entity PURCHASER Company or any Affiliate thereof to Seller TARGET pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity PURCHASER Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer PURCHASER with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any PURCHASER Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s TARGET's shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity PURCHASER Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Abc Bancorp), Merger Agreement (Golden Isles Financial Holdings Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof HeadXxxxxx.XXX xx Merger Sub for inclusion in the Registration Statement to be filed by Buyer with HeadXxxxxx.XXX xxxh the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity or any Affiliate thereof HeadXxxxxx.XXX xx Merger Sub for inclusion in the Registration Proxy Statement to be mailed to Seller’s shareholders HeadXxxxxx.XXX'x xhareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with HeadXxxxxx.XXX xxxh the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller HeadXxxxxx.XXX xx at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity or any Affiliate thereof is HeadXxxxxx.XXX xxx Merger Sub are responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby hereby, including the Registration Statement and the Proxy Statement, will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Headhunter Net Inc), Merger Agreement (Headhunter Net Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Parent Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Parent with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer any Parent Entity or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s shareholders Company's stockholders in connection with the Seller’s Shareholders’ Stockholders' Meeting, and any other documents to be filed by any Buyer Parent Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders stockholders of Seller Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the Stockholders' Meeting.
(c) . All documents that any Buyer Parent Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by any Company Entity which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Merger Agreement (Intervu Inc), Merger Agreement (Akamai Technologies Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Touchstone Entity or any Affiliate thereof to Seller FXNC pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Touchstone Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer FXNC with the SEC willwill (after taking into account any supplemental or amended information provided prior to approval), when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer a Touchstone Entity or any Affiliate thereof for inclusion in the Registration Statement Joint Proxy Statement/Prospectus to be mailed to Sellereach of Touchstone’s shareholders and FXNC’s shareholders in connection with the Seller’s their respective Shareholders’ Meeting, and any other documents to be filed by any Buyer Touchstone Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, willwill (after taking into account any supplemental or amended information provided prior to filing, mailing, or the date of their respective Shareholders’ Meeting) at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement/Prospectus, when first mailed to the shareholders of Seller each of Touchstone or FXNC, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s respective Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s their respective Shareholders’ Meeting.
(c) All documents that any Buyer Touchstone Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First National Corp /Va/), Merger Agreement (First National Corp /Va/)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity GB&T Company or any Affiliate thereof to Seller CT Financial Services pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity GB&T Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer GB&T with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any GB&T Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s GB&T shareholders in connection with the Seller’s GB&T Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity a GB&T Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller GB&T, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, or in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s GB&T Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any an earlier communication with respect to the solicitation of any proxy for Seller’s the GB&T Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity GB&T Company or any Affiliate thereof is are responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Gb&t Bancshares Inc), Merger Agreement (Community Trust Financial Services Corporation)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity the First Capital Companies or any Affiliate thereof to Seller Coastal pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity the First Capital Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Coastal with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity First Capital Companies or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s the First Capital Companies' shareholders and Coastal shareholders in connection with the Seller’s Shareholders’ First Capital Meeting and the Coastal Meeting, respectively, and any other documents to be filed by any Buyer Entity First Capital Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders of Seller the First Capital Companies and Coastal be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ First Capital Meeting and the Coastal Meeting be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) either of such shareholders' meetings. All documents that any Buyer Entity First Capital Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Coastal Banking Co Inc), Merger Agreement (First Capital Bank Holding Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer BFTL Entity or any Affiliate thereof to Seller Parent pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer BFTL Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Parent with the SEC willwill (after taking into account any supplemental or amended information provided prior to approval), when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer a BFTL Entity or any Affiliate thereof for inclusion in the Registration Statement any Joint Proxy Statement/Prospectus to be mailed to Sellereach of BFTL’s shareholders and Parent’s shareholders in connection with the Seller’s their respective Shareholders’ Meeting, and any other documents to be filed by any Buyer BFTL Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, willwill (after taking into account any supplemental or amended information provided prior to filing, mailing, or the date of their respective Shareholders’ Meeting) at the respective time such documents are filed, and with respect to the Registration any Joint Proxy Statement/Prospectus, when first mailed to the shareholders of Seller each of BFTL or Parent, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s respective Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the respective Shareholders’ Meeting.
(c) All documents that any Buyer BFTL Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First National Corp /Va/), Merger Agreement (First National Corp /Va/)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by Xxxxxxx or any Buyer Entity Subsidiary or any Affiliate thereof to Seller CSBI pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by Xxxxxxx or any Buyer Entity Subsidiary or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer CSBI with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity Xxxxxxx or any Subsidiary or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s Xxxxxxx'x shareholders in connection with the Seller’s Shareholders’ Xxxxxxx Meeting, and any other documents to be filed by any Buyer Entity Xxxxxxx or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Xxxxxxx, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Xxxxxxx Meeting be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the Xxxxxxx Meeting.
(c) . All documents that any Buyer Entity Xxxxxxx or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Century South Banks Inc), Merger Agreement (Haywood Bancshares Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity DCA or any Affiliate thereof of its Subsidiaries for inclusion in the Registration Statement to be filed by Buyer ParentCo with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity DCA or any Affiliate thereof of its Subsidiaries for inclusion in the Registration Proxy Statement to be mailed to Seller’s shareholders DCA's or GDSC's stockholders in connection with the Seller’s Shareholders’ Meeting, DCA Meeting or the GDSC Meeting and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Governmental Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller GDSC's or DCA's stockholders, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ DCA Meeting or the GDSC Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the DCA Meeting or the GDSC Meeting.
(c) . All documents that any Buyer Entity DCA or any Affiliate Subsidiary thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw. 5.23.
Appears in 2 contracts
Samples: Merger Agreement (Dental Care Alliance Inc), Merger Agreement (Gentle Dental Service Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer BOE Entity or any Affiliate thereof to Seller CBAC pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer BOE Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer CBAC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. .
(c) None of the information supplied or to be supplied by the Buyer BOE Entity or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Sellereach party’s shareholders stockholders in connection with the Seller’s Shareholders’ MeetingStockholders Meetings, and any other documents to be filed by any Buyer BOE Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration any Joint Proxy Statement, when first mailed to the shareholders stockholders of Seller each party be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders Meetings be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meetingthe Stockholders Meetings.
(cd) All documents that any Buyer BOE Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Community Bankers Acquisition Corp.), Merger Agreement (Boe Financial Services of Virginia Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Bryn Mawr Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by Buyer WSFS with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. The portions of the Registration Statement and the Joint Proxy/Prospectus relating to Bryn Mawr Entities and other portions within the reasonable control of Bryn Mawr Entities will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None of the information supplied or to be supplied by the Buyer any Bryn Mawr Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be mailed to Seller’s shareholders in connection with the Seller’s Shareholders’ MeetingJoint Proxy/Prospectus, and any other documents to be filed by any Buyer a Bryn Mawr Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filedfiled (or when incorporated by reference), and with respect to the Registration StatementJoint Proxy/Prospectus, when first mailed to the shareholders of Seller Bryn Mawr, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Bryn Mawr Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the Bryn Mawr Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (WSFS Financial Corp), Merger Agreement (Bryn Mawr Bank Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer PSHC Entity or any Affiliate thereof to Seller Seacoast pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer PSHC Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Seacoast with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer any PSHC Entity or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s each Party's shareholders in connection with the Seller’s Shareholders’ Meeting' Meetings, and any other documents to be filed by any Buyer a PSHC Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders of Seller PSHC and Seacoast, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) ' Meetings. All documents that any Buyer PSHC Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Port St Lucie National Bank Holding Corp), Merger Agreement (Seacoast Banking Corp of Florida)
Statements True and Correct. (a) No representation or warranty contained in Article Five of this Agreement and no statement, certificate, instrument, instrument or other writing furnished or to be furnished for inclusion in the Proxy Statement by any Buyer Entity or any Affiliate thereof Peoples Company to Seller BancTrust pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof Peoples Company for inclusion in the Registration Statement to be filed by Buyer BancTrust with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity or any Affiliate thereof Peoples Company for inclusion in the Registration Proxy Statement to be mailed to SellerPeoples’ shareholders and BancTrust’s shareholders in connection with the Seller’s Shareholders’ MeetingMeetings, and any other documents to be filed by any Buyer Entity or any Affiliate thereof a Peoples Company with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Peoples, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Meetings, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) Meetings. All documents that any Buyer Entity or any Affiliate thereof Peoples Company is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Peoples Banctrust Co Inc), Merger Agreement (Peoples Banctrust Co Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity GDSC or any Affiliate thereof of its Subsidiaries for inclusion in the Registration Statement to be filed by Buyer ParentCo with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity GDSC or any Affiliate thereof of its Subsidiaries for inclusion in the Registration Proxy Statement to be mailed to Seller’s shareholders GDSC's or DCA's stockholders in connection with the Seller’s Shareholders’ Meeting, GDSC Meeting or the DCA Meeting and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Governmental Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller GDSC's or DCA's stockholders, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ GDSC Meeting or the DCA Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the GDSC Meeting or the DCA Meeting.
(c) . All documents that any Buyer Entity GDSC or any Affiliate Subsidiary thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw. 4.23.
Appears in 2 contracts
Samples: Merger Agreement (Gentle Dental Service Corp), Merger Agreement (Dental Care Alliance Inc)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity CSBI Companies or any Affiliate thereof to Seller Xxxxxxx pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity CSBI Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer CSBI with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any CSBI Companies or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s Xxxxxxx shareholders in connection with the Seller’s Shareholders’ Xxxxxxx Meeting, and any other documents to be filed by any Buyer Entity CSBI Companies or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Xxxxxxx, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Xxxxxxx Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the Xxxxxxx Meeting.
(c) . All documents that any Buyer Entity CSBI Companies or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Haywood Bancshares Inc), Merger Agreement (Century South Banks Inc)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity the FCB Companies or any Affiliate thereof to Seller Flag pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity the FCB Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Flag with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity FCB Companies or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s the FCB shareholders in connection with the Seller’s Shareholders’ Meeting, FCB Meeting and any other documents to be filed by any Buyer Entity FCB Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders of Seller FCB, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ FCB Meeting be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholderssuch shareholders’ Meeting.
(c) meeting. All documents that any Buyer Entity FCB Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First Capital Bancorp, Inc.), Merger Agreement (Flag Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity Omnicom, BHA or any Affiliate thereof Career Mosaic for inclusion in the Registration Statement to be filed by Buyer with HeadXxxxxx.XXX xxxh the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not no misleading. None of the information supplied or to be supplied by the Buyer Entity Omnicom, BHA or any Affiliate thereof Career Mosaic for inclusion in the Registration Proxy Statement to be mailed to Seller’s shareholders HeadXxxxxx.XXX'x xhareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller HeadXxxxxx.XXX xx at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity Omnicom, BHA or any Affiliate thereof is Career Mosaic are responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Headhunter Net Inc), Merger Agreement (Headhunter Net Inc)
Statements True and Correct. (a) No statementFoilmark has furnished Holopak with copies of all written Foilmark Contracts, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light and such copies are true and correct copies of the circumstances under which they were made, not misleading.
(b) written Foilmark Contracts as such exist on the date of this Agreement. None of the information supplied or to be supplied by any Buyer Entity Foilmark Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Foilmark with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Foilmark Company or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s each Party's shareholders in connection with the Seller’s Shareholders’ Meeting' Meetings, and any other documents to be filed by any Buyer Entity a Foilmark Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders of Seller Foilmark and Holopak, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) ' Meetings. All documents that any Buyer Entity Foilmark Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Simon Robert J), Merger Agreement (Holopak Technologies Inc)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Phoenix Entity or any Affiliate thereof to Seller Emerald pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Phoenix Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Phoenix with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. .
(c) None of the information supplied or to be supplied by the Buyer any Phoenix Entity or any Affiliate thereof for inclusion in the Registration Statement Joint Proxy Statement/Prospectus to be mailed to Seller’s shareholders each Party's stockholders in connection with the Seller’s Shareholders’ MeetingStockholders' Meetings, and any other documents to be filed by any Buyer Phoenix Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement/Prospectus, when first mailed to the shareholders stockholders of Seller Emerald and stockholders of Phoenix, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meetingthe Stockholders' Meetings.
(cd) All documents that any Buyer Phoenix Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Elastic Networks Inc), Merger Agreement (Paradyne Networks Inc)
Statements True and Correct. (a) No statement, representation or warranty by ASBB in this Agreement and no statement contained in the ASBB Disclosure Memorandum or any certificate, instrument, or other writing furnished or to be furnished by any Buyer ASBB Entity or any Affiliate thereof to Seller Buyer pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer ASBB Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer any ASBB Entity or any Affiliate thereof for inclusion in the Registration Statement any Proxy Statement/Prospectus to be mailed delivered to SellerASBB’s shareholders in connection with the SellerASBB’s Shareholders’ MeetingMeetings, and any other documents to be filed by any Buyer ASBB Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement/Prospectus, when first mailed or delivered to the shareholders of Seller ASBB be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerASBB’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerASBB’s Shareholders’ Meeting.
(c) All documents that any Buyer ASBB Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (ASB Bancorp Inc), Merger Agreement (First Bancorp /Nc/)
Statements True and Correct. (a) No statement, certificate, instrument, --------------------------- instrument or other writing furnished or to be furnished by any Buyer Entity TARGET Company or any Affiliate thereof to Seller PURCHASER pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer PURCHASER with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any TARGET Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s the TARGET shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity TARGET Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer Entity TARGET Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Golden Isles Financial Holdings Inc), Merger Agreement (Abc Bancorp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity the Coastal Companies or any Affiliate thereof to Seller First Capital pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity the Coastal Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Coastal with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity Coastal Companies or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s the First Capital Companies' shareholders and Coastal shareholders in connection with the Seller’s Shareholders’ First Capital Meeting and the Coastal Meeting, respectively, and any other documents to be filed by any Buyer Entity Coastal Capital Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders of Seller the First Capital Companies and Coastal be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ First Capital Meeting and the Coastal Meeting be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) either of such shareholders' meetings. All documents that any Buyer Entity Coastal Capital Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First Capital Bank Holding Corp), Merger Agreement (Coastal Banking Co Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The portions of the Registration Statement and the Proxy Statement relating to Buyer and its Subsidiaries and other portions within the reasonable control of Buyer and its Subsidiaries will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None of the information supplied or to be supplied by the any Buyer Entity or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to SellerTarget’s shareholders in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller Target, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Banctrust Financial Group Inc), Merger Agreement (Banctrust Financial Group Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity Triangle Company or any Affiliate thereof regarding Triangle or such Affiliate for inclusion in the Registration Statement to be filed by Buyer Centura with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Triangle Company or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s shareholders Centura's and Triangle's stockholders in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Stockholders' Meetings will, at the respective time such documents are filed, and with respect to the Registration Statement, when first mailed to the shareholders stockholders of Seller Centura and Triangle, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' Meetings, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) the Stockholders' Meetings. All documents that any Buyer Entity Triangle Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Triangle Bancorp Inc), Agreement and Plan of Reorganization (Triangle Bancorp Inc)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by or on behalf of any Buyer Entity Norrxxx Xxxity or any Affiliate thereof to Seller or for the benefit of Interim pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity Norrxxx Xxxity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC SEC, will, when filed and, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Norrxxx Xxxity or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s Norrxxx'x xxxreholders in connection with the Norrxxx Xxxreholders' Meeting and to be mailed to Interim's shareholders in connection with the Seller’s Interim Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, when Proxy Statement is first mailed to the respective shareholders of Seller Norrxxx xxx Interim, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration as to such Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting each of Interim's and Norrxxx'x Xxxreholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the respective Shareholders’ ' Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Interim Services Inc), Merger Agreement (Norrell Corp)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Seacoast Entity or any Affiliate thereof to Seller PSHC pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Seacoast Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Seacoast with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer any Seacoast Entity or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s each Party's shareholders in connection with the Seller’s Shareholders’ Meeting' Meetings, and any other documents to be filed by any Buyer Seacoast Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders of Seller PSHC and Seacoast, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) ' Meetings. All documents that any Buyer Seacoast Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Port St Lucie National Bank Holding Corp), Merger Agreement (Seacoast Banking Corp of Florida)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer TFC Entity or any Affiliate thereof to Seller CBAC pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer TFC Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer CBAC with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. .
(c) None of the information supplied or to be supplied by the Buyer TFC Entity or any Affiliate thereof for inclusion in the Registration Statement Joint Proxy Statement, and any amendments or supplements thereto, to be mailed to Sellereach Party’s shareholders stockholders in connection with the Seller’s Shareholders’ MeetingStockholders Meetings, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, will (i) when first mailed to the shareholders stockholders of Seller each Party, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, (ii) at the time of the Seller’s Shareholders’ Meeting Stockholders Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication communication, in light of the circumstances under which they were made, not misleading with respect to the solicitation of any proxy for Seller’s Shareholders’ Meetingthe Stockholders Meetings. No other documents to be filed by any TFC Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(cd) All documents that any Buyer TFC Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Community Bankers Acquisition Corp.), Merger Agreement (Transcommunity Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, certificate or other writing furnished or to be instrument furnished by any Buyer JCN Entity or any Affiliate officer, director or employee thereof to Seller Highwoods pursuant to this Agreement or pursuant to any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer JCN Entity or any Affiliate officer, director or employee thereof for inclusion in the Registration Statement to be filed by Buyer Highwoods with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer any JCN Entity or any Affiliate officer, director or employee thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s JCN's shareholders in connection with the Seller’s Shareholders’ JCN Shareholders Meeting, and any other documents to be filed by any Buyer a JCN Entity or any Affiliate officer, director or employee thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller JCN, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting JCN Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the JCN Shareholders Meeting.
(c) . All documents that any Buyer JCN Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (J C Nichols Co), Merger Agreement (Highwoods Properties Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Carolina Financial Entity or any Affiliate thereof to Seller Carolina Trust pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Carolina Financial Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Carolina Financial with the SEC willin connection with the Merger will (after taking into account any supplemental or amended information provided prior to approval), when the Registration Statement becomes effectiveis declared effective by the SEC, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Buyer any Carolina Financial Entity or any Affiliate thereof for inclusion in the Registration Statement any final Proxy Statement/Prospectus to be mailed to Seller’s the shareholders of Carolina Trust in connection with the SellerCarolina Trust’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Carolina Financial Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, (after taking into account any supplemental or amended information provided prior to filing, mailing, or the date of Carolina Trust’s Shareholders’ Meeting) at the respective time such documents are filed, and with respect to the Registration any Proxy Statement/Prospectus, when first mailed to the shareholders of Seller Carolina Trust be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerCarolina Trust’s Shareholders’ Meeting Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy proxies for Seller’s Shareholders’ Meetingeach meeting.
(c) All documents that any Buyer Carolina Financial Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Carolina Financial Corp), Merger Agreement (Carolina Trust BancShares, Inc.)
Statements True and Correct. (a) No Neither this Agreement nor any statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity FCB Company or any Affiliate thereof to Seller ANB pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, agreement, agreement or instrument referred to herein herein, contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity FCB Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by ANB in connection with the transactions provided for in this Agreement, including without limitation (i) documents to be filed by Buyer with the SEC willSEC, when including without limitation the Registration Statement becomes effectiveon Form S-4 of ANB registering the shares of ANB Common Stock to be offered to the holders of FCB Common Stock, be false or misleading with respect and all amendments thereto (as amended, the “S-4 Registration Statement”) and the Proxy Statement and Prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto (as amended and supplemented, the “Proxy Statement/Prospectus”), (ii) filings pursuant to any state securities and blue sky Laws, and (iii) filings made in connection with the obtaining of Consents from Regulatory Authorities, in the case of the S-4 Registration Statement, at the time the S-4 Registration Statement is declared effective pursuant to the 1933 Act, in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof and at the time of the meeting of stockholders to which the Proxy Statement/Prospectus relates, and in the case of any other documents, the time such documents are filed with a Regulatory Authority and/or at the time they are distributed to stockholders of ANB or FCB, contains or will contain any untrue statement of a material fact, fact or omit fails to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement required to be mailed to Seller’s shareholders stated therein or necessary in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, when first mailed to the shareholders of Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) . All documents that any Buyer Entity or any Affiliate thereof FCB Company is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Alabama National Bancorporation), Merger Agreement (Florida Choice Bankshares, Inc.)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity Centura Company or any Affiliate thereof regarding Centura or such Affiliate for inclusion in the Registration Statement to be filed by Buyer Centura with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Centura Company or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s shareholders Triangle's and Centura's stockholders in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyStockholders' Meetings, will, at the respective time such documents are filed, and with respect to the Registration Statement, when first mailed to the shareholders stockholders of Seller Triangle and Centura, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' Meetings, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) the Stockholders' Meetings. All documents that any Buyer Entity Centura Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Triangle Bancorp Inc), Agreement and Plan of Reorganization (Triangle Bancorp Inc)
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity SPAH or any Affiliate thereof to Seller FFC pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity SPAH or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer SPAH with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. .
(c) None of the information supplied or to be supplied by the Buyer Entity SPAH or any Affiliate thereof for inclusion in the Registration Statement Joint Proxy Statement, and any amendments or supplements thereto, to be mailed to Sellereach Party’s shareholders stockholders in connection with the Seller’s Shareholders’ MeetingStockholders Meetings, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, will (i) when first mailed to the shareholders stockholders of Seller each Party, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, (ii) at the time of the Seller’s Shareholders’ Meeting Stockholders Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication communication, in light of the circumstances under which they were made, not misleading with respect to the solicitation of any proxy for Seller’s Shareholders’ Meetingthe Stockholders Meetings. No other documents to be filed by SPAH or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(cd) All documents that any Buyer Entity SPAH or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Frontier Financial Corp /Wa/), Merger Agreement (SP Acquisition Holdings, Inc.)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to the Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by the Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the any Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement any Joint Proxy Statement/Prospectus to be mailed to Sellerthe Seller and the Buyer’s shareholders in connection with the Seller’s and the Buyer’s Shareholders’ MeetingMeetings, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement/Prospectus, when first mailed to the shareholders of Seller the Buyer be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerBuyer’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Sellerthe Buyer’s Shareholders’ Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (American Community Bancshares Inc), Merger Agreement (Yadkin Valley Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Beneficial Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by Buyer WSFS with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. The portions of the Registration Statement and the Joint Proxy/Prospectus relating to Beneficial Entities and other portions within the reasonable control of Beneficial Entities will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None of the information supplied or to be supplied by the Buyer any Beneficial Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be mailed to Seller’s shareholders in connection with the Seller’s Shareholders’ MeetingJoint Proxy/Prospectus, and any other documents to be filed by any Buyer a Beneficial Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filedfiled (or when incorporated by reference), and with respect to the Registration StatementJoint Proxy/Prospectus, when first mailed to the shareholders stockholders of Seller Beneficial, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Beneficial Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the Beneficial Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Beneficial Bancorp Inc.), Merger Agreement (WSFS Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Parent Entity or any Affiliate thereof to Seller Cornerstone pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Parent Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Parent with the SEC will, when the Registration Statement becomes effectiveapplication is approved, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Parent Entity or any Affiliate thereof for inclusion in the Registration Statement Proxy Statement/Prospectus to be mailed to SellerCornerstone’s shareholders in connection with the SellerCornerstone’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Parent Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, including pursuant to Section 7.2 hereof, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement/Prospectus, when first mailed to the shareholders of Seller Cornerstone be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SellerCornerstone’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for SellerCornerstone’s Shareholders’ Meeting.
(c) All documents that any Buyer Parent Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (First Community Corp /Sc/), Merger Agreement (First Community Corp /Sc/)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity Promistar Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Promistar Company or any Affiliate thereof for inclusion in the Registration Joint Proxy Statement to be mailed to Seller’s shareholders in connection with the Seller’s Shareholders’ Meeting, and or any other documents to be filed by any Buyer Entity Promistar or any Affiliate thereof FNB with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, hereby will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement, when first mailed to the shareholders of Seller FNB or Promistar, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s FNB Shareholders’ ' Meeting or the Promistar Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the FNB Shareholders’ ' Meeting or the Promistar Shareholders' Meeting.
(c) . All documents that any Buyer Entity Promistar Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Promistar Financial Corp), Merger Agreement (FNB Corp/Fl/)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement to be mailed to Seller’s 's shareholders in connection with the Seller’s 's Shareholders’ ' Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, when first mailed to the shareholders of Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, at the time of the Seller’s 's Shareholders’ ' Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s 's Shareholders’ ' Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Nbog Bancorporation Inc), Merger Agreement (El Banco Financial Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof the Company to Seller Parent pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof the Company for inclusion in the Registration Statement to be filed by Buyer Parent with the SEC will, (i) at the time the Registration Statement is filed with the SEC, (ii) at any time it is amended or supplemented or (iii) at any time when the Registration Statement becomes effectiveeffective under the Securities Act, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. .
(c) None of the information supplied or to be supplied by the Buyer Entity or any Affiliate thereof Company for inclusion in the Registration Statement Joint Proxy Statement/Prospectus to be mailed to Sellerthe Company’s shareholders and Parent’s stockholders in connection with the Seller’s ShareholdersStockholders’ MeetingMeetings, the Notes Tender Offer Documents, and any other documents to be filed by any Buyer Entity or any Affiliate thereof the Company with the SEC or any other Regulatory Governmental Authority in connection with the transactions contemplated herebyTransactions, will, at the respective time such documents are filed, and with respect to the Registration Joint Proxy Statement/Prospectus, when first mailed to the shareholders stockholders of Seller the Company and stockholders of Parent, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s ShareholdersStockholders’ Meeting Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholdersthe Stockholders’ MeetingMeetings.
(cd) All documents that any Buyer Entity or any Affiliate thereof the Company is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby Transactions will comply as to form in all material respects with the provisions of applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Ndchealth Corp)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity or any Affiliate thereof to Seller pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer FSB Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement to be filed by Buyer Xxxxx with the SEC will, when supplied or when the Registration Statement becomes effectiveeffective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. The portions of the Registration Statement and the Proxy/Prospectus relating to FSB Entities and other portions within the reasonable control of FSB Entities will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder at the time the Registration Statement becomes effective and at the time the Statement/Prospectus is filed with the SEC and first mailed.
(b) None of the information supplied or to be supplied by the Buyer any FSB Entity or any Affiliate thereof for inclusion (including by incorporation by reference) in the Registration Statement Proxy/Prospectus to be mailed to SellerFSB’s shareholders stockholders in connection with the Seller’s Shareholders’ FSB Meeting, and any other documents to be filed by any Buyer a FSB Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such information is supplied and such documents are filedfiled (or when incorporated by reference), and with respect to the Registration StatementProxy/Prospectus, when first mailed to the shareholders stockholders of Seller FSB, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting FSB Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the FSB Meeting.
(c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Evans Bancorp Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer CB&T Entity or any Affiliate thereof to Seller Carolina First pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer CB&T Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Carolina First with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer any CB&T Entity or any Affiliate thereof for inclusion in the Registration Statement Proxy Statement/Prospectus to be mailed to Seller’s CB&T's shareholders in connection with the Seller’s Shareholders’ ' Meeting, and any other documents to be filed by any Buyer a CB&T Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement/Prospectus, when first mailed to the shareholders of Seller CB&T, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting ' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ ' Meeting.
(c) . All documents that any Buyer CB&T Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 1 contract
Statements True and Correct. (a) No Neither this Agreement nor any statement, certificate, instrument, instrument or other writing furnished or to be furnished by any Buyer Entity FFHI Company or any Affiliate thereof to Seller NCC pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, agreement, agreement or instrument referred to herein herein, contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity FFHI Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by NCC in connection with the transactions provided for in this Agreement, including, without limitation: (i) documents to be filed by Buyer with the SEC willSEC, when including, without limitation, the Registration Statement becomes effectiveon Form S-4 of NCC registering the shares of NCC Common Stock to be offered to the holders of FFHI Common Stock and to the holders of the FFHI Warrants, and all amendments thereto (as amended, the “Registration Statement”), and the proxy statement and prospectus in the form contained in the Registration Statement, and all amendments and supplements thereto, to be false or misleading delivered to the holders of FFHI Common Stock in accordance with respect the provisions of this Agreement (as amended and supplemented from time to time, the “Proxy Statement/Prospectus”); (ii) filings pursuant to any state securities Laws; and (iii) filings made in connection with the obtaining of Consents from Regulatory Authorities, in the case of the Registration Statement, at the time the Registration Statement is declared effective pursuant to the 1933 Act, in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof and at the time of the meeting of stockholders to which the Proxy Statement/Prospectus relates, and in the case of any other documents, at the time that such documents are filed with a Regulatory Authority and/or at the time they are distributed to holders of FFHI Common Stock, contains or will contain any untrue statement of a material fact, fact or omit fails to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion in the Registration Statement required to be mailed to Seller’s shareholders stated therein or necessary in connection with the Seller’s Shareholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Statement, when first mailed to the shareholders of Seller be false or misleading with respect to any material fact, or omit to state any material fact necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ Meeting.
(c) . All documents that any Buyer Entity or any Affiliate thereof FFHI Company is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby provided for herein will comply as to form in all material respects with the provisions of applicable Law.
Appears in 1 contract
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity Regions Company or any Affiliate thereof to Seller FCBS pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity Regions Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Regions with the SEC SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or contain any untrue statement of a material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any Regions Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s shareholders FCBS' stockholders in connection with the Seller’s Shareholders’ Stockholders' Meeting, and any other documents to be filed by any Buyer Entity Regions Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders stockholders of Seller FCBS, be false or misleading with respect to any material fact, or contain any misstatement of material fact, or omit to state any material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated thereunder or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the Stockholders' Meeting.
(c) . All documents that any Buyer Entity Regions Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the -20- 26 transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 1 contract
Samples: Merger Agreement (First Community Banking Services Inc)
Statements True and Correct. (a) No statement, certificate, instrument, representation or other writing warranty made by Brunswick nor any statement or certificate or instrument furnished by Brunswick as information which is included in an Exhibit or Schedule by Brunswick in connection with this Agreement nor any statement or certificate to be furnished by any Buyer Entity or any Affiliate thereof Brunswick to Seller C&S pursuant to this Agreement or any other documentin connection with the transactions contemplated by this Agreement, agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, contained therein not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof Brunswick for inclusion in the Registration Statement to be filed by Buyer C&S with the SEC will, when in connection with the Registration Statement becomes effective, C&S Common Stock to be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion issued in the Registration Merger, the Proxy Statement to be mailed to Seller’s shareholders the Brunswick stockholders in connection with the Seller’s Shareholders’ MeetingStockholders' meeting, and any other documents to be filed by with any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and, in the case of the Registration Statement, when it becomes effective, and with respect to the Registration Proxy Statement, when first mailed to the shareholders stockholders of Seller Brunswick, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the Stockholders' Meeting.
(c) . All documents that any Buyer Entity or any Affiliate thereof Brunswick is responsible for filing with the OTS or any Governmental other Regulatory Authority in connection with the transactions contemplated hereby Merger will comply as to form in all material respects with the provisions of applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Nationsbank Corp)
Statements True and Correct. (a) No statementThe statements, certificatecertificates, instrument, or instruments and other writing writings furnished or to be furnished by any the Buyer Entity Entities or any Affiliate thereof to Seller Target pursuant to this Agreement or any and the other documentdocuments, agreement, or instrument agreements and instruments referred to herein contains or do not contain and will not contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) None of the information supplied or to be supplied by any Buyer Entity or any Affiliate thereof for inclusion included in the Registration Statement to be filed by Buyer with the SEC that is supplied by any Buyer Entity or any Affiliate thereof, will, when the Registration Statement becomes effective, be false or misleading with respect to any contain an untrue statement of material fact, or omit to state any material fact necessary to make the statements therein not misleading. .
(c) None of the information supplied by the Buyer Entity or any Affiliate thereof for inclusion included in the Registration Proxy Statement to be to be mailed to SellerTarget’s shareholders stockholders in connection with the Seller’s ShareholdersStockholders’ Meeting, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyhereby that is supplied by any Buyer Entity or any Affiliate thereof, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders stockholders of Seller be false or misleading with respect to any Target, contain an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s ShareholdersStockholders’ Meeting be false or misleading with respect to any Meeting, will contain an untrue statement of material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to make the solicitation of any proxy for Seller’s Shareholders’ Meetingstatements therein not misleading.
(cd) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 1 contract
Statements True and Correct. (a) No statement, certificate, instrument, instrument or other writing furnished or to be furnished for inclusion in the Proxy Statement by any Buyer Entity CommerceSouth Company or any Affiliate thereof to Seller BancTrust pursuant to this Agreement or any other document, agreement, agreement or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity CommerceSouth Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer BancTrust with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any CommerceSouth Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to SellerCommerceSouth’s shareholders and BancTrust’s shareholders in connection with the Seller’s Shareholders’ MeetingMeetings, and any other documents to be filed by any Buyer Entity a CommerceSouth Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders of Seller CommerceSouth, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Meetings, be false or misleading with respect to any material Material fact, or omit to state any material Material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Seller’s the Shareholders’ Meeting.
(c) Meetings. All documents that any Buyer Entity CommerceSouth Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Commercesouth Inc)
Statements True and Correct. (a) No statement, certificate, instrument, or other writing furnished or to be furnished by any Buyer Entity PALFED Company or any Affiliate thereof to Seller Regions pursuant to this Agreement or any other document, agreement, or instrument referred to herein contains or will contain any untrue statement of material Material fact or will omit to state a material Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) . None of the information supplied or to be supplied by any Buyer Entity PALFED Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by Buyer Regions with the SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material Material fact, or contain any untrue statement of a Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by the Buyer Entity any PALFED Company or any Affiliate thereof for inclusion in the Registration Proxy Statement to be mailed to Seller’s shareholders PALFED's stockholders in connection with the Seller’s Shareholders’ Stockholders' Meeting, and any other documents to be filed by any Buyer Entity a PALFED Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Registration Proxy Statement, when first mailed to the shareholders stockholders of Seller PALFED, be false or misleading with respect to any material Material fact, or contain any misstatement of Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Registration Proxy Statement or any amendment thereof or supplement thereto, at the time of the Seller’s Shareholders’ Meeting Stockholders' Meeting, be false or misleading with respect to any material Material fact, or omit to state any material Material fact required to be stated thereunder or necessary to correct any Material statement in any earlier communication with respect to the solicitation of any proxy for Seller’s Shareholders’ the Stockholders' Meeting.
(c) . All documents that any Buyer Entity PALFED Company or any Affiliate thereof is responsible for filing with any Governmental Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material Material respects with the provisions of applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Palfed Inc)
