Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (Abc Bancorp), Employment Agreement (Abc Bancorp), Agreement and Plan of Merger (Abc Bancorp)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER TARGET Company or any Affiliate thereof to TARGET PURCHASER 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. None of the information supplied or to be supplied by any PURCHASER TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER TARGET Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER TARGET Company or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (Abc Bancorp), Employment Agreement (Abc Bancorp), Agreement and Plan of Merger (Abc Bancorp)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Target Company or any Affiliate thereof to TARGET Purchaser 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. None of the information supplied or to be supplied by any PURCHASER Target Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Purchaser 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 any PURCHASER Target Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's the Target shareholders in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETTarget, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' ’ 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 the Shareholders' ’ Meeting. All documents that any PURCHASER Target Company or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (Ameris Bancorp), Agreement and Plan of Merger (Abc Bancorp), Agreement and Plan of Merger (First National Banc Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Subject Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Subject Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETSubject Company's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Subject 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 Proxy Statement, when first mailed to the shareholders of TARGETSubject 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Subject Company or any Affiliate thereof is the Subject Company Subsidiaries are responsible for filing with any 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: Agreement and Plan of Merger (Union Planters Corp), Agreement and Plan of Merger (Union Planters Corp), Agreement and Plan of Merger (Capital Bancorp/Fl)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Purchaser Company or any Affiliate thereof to TARGET Target 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. None of the information supplied or to be supplied by any PURCHASER Purchaser Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Purchaser 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 any PURCHASER Purchaser Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Target’s shareholders in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETTarget, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' ’ 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 the Shareholders' ’ Meeting. All documents that any PURCHASER Purchaser Company or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (Ameris Bancorp), Agreement and Plan of Merger (Abc Bancorp), Agreement and Plan of Merger (First National Banc Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Centura Company or any Affiliate thereof regarding Centura or such Affiliate for inclusion in the Registration Statement to be filed by PURCHASER Centura with the SEC, 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 any PURCHASER Centura Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETTriangle's shareholders and Centura's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyMeetings, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of TARGETTriangle 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, 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 the ShareholdersStockholders' MeetingMeetings. All documents that any PURCHASER Centura Company or any Affiliate thereof is responsible for filing with any 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. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by or on behalf of any PURCHASER Company Interim Entity or any Affiliate thereof to TARGET pursuant or for the benefit of Norrxxx xxxsuant 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. None of the information supplied or to be supplied by any PURCHASER Company Interim Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the 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 any PURCHASER Company Interim Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETNorrxxx'x xxxreholders in connection with the Norrxxx Xxxreholders' Meeting and to be mailed to Interim's shareholders in connection with the Shareholders' Interim Shareholder's Meeting, and any other documents to be filed by any 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 Proxy Statement, when Statement is first mailed to the respective shareholders of TARGETNorrxxx 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 as to such Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholderseach 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 the respective Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any 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 (Norrell Corp), Agreement and Plan of Merger (Interim Services Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Company the Coastal Companies or any Affiliate thereof to TARGET First Capital 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. None of the information supplied or to be supplied by any PURCHASER Company the Coastal Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Coastal 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 any PURCHASER Company the Coastal Companies or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGET's the First Capital Companies' shareholders and Coastal shareholders in connection with the Shareholders' First Capital Meeting and the Coastal Meeting, respectively, and any other documents to be filed by any PURCHASER 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 Joint Proxy Statement, when first mailed to the shareholders of TARGET, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, 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 the Shareholderseither of such shareholders' Meetingmeetings. All documents that any PURCHASER Coastal Capital Company or any Affiliate thereof is responsible for filing with any 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 Merger (First Capital Bank Holding Corp), Agreement and Plan of Merger (Coastal Banking Co Inc)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER FCB Company or any Affiliate thereof to TARGET ANB pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, 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. None of the information supplied or to be supplied by any PURCHASER 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 PURCHASER with the SEC, will, 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER FCB Company or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (Alabama National Bancorporation), Agreement and Plan of Merger (Florida Choice Bankshares, Inc.)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER ONSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 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 any PURCHASER ONSB Company or any Affiliate thereof for inclusion in the ONSB Proxy Statement to be mailed to TARGETONSB's shareholders in connection with the Shareholders' Shareholders Meeting, and any other documents to be filed by any PURCHASER 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 ONSB Proxy Statement, when first mailed to the shareholders of TARGETONSB, 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 ONSB Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' 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 the Shareholders' Meeting. All documents that any PURCHASER ONSB Company or any Affiliate thereof is responsible for filing with any 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. No statementFoilmark has furnished Holopak with copies of all written Foilmark Contracts, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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 misleadingwritten Foilmark Contracts as such exist on the date of this Agreement. None of the information supplied or to be supplied by any PURCHASER Foilmark Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Foilmark 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 any PURCHASER Foilmark Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETFoilmark 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, 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 Shareholders' MeetingMeetings. All documents that any PURCHASER Foilmark Company or any Affiliate thereof is responsible for filing with any 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 (Simon Robert J), Agreement and Plan of Merger (Holopak Technologies Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Company the First Capital Companies or any Affiliate thereof to TARGET Coastal 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. None of the information supplied or to be supplied by any PURCHASER Company the First Capital Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Coastal 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 any PURCHASER Company the First Capital Companies or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGET's the First Capital Companies' shareholders and Coastal shareholders in connection with the Shareholders' First Capital Meeting and the Coastal Meeting, respectively, and any other documents to be filed by any PURCHASER 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 Joint Proxy Statement, when first mailed to the shareholders of TARGET, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, 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 the Shareholderseither of such shareholders' Meetingmeetings. All documents that any PURCHASER First Capital Company or any Affiliate thereof is responsible for filing with any 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 Merger (Coastal Banking Co Inc), Agreement and Plan of Merger (First Capital Bank Holding Corp)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER GB&T Company or any Affiliate thereof to TARGET CT Financial Services 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. None of the information supplied or to be supplied by any PURCHASER GB&T Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 of the information supplied or to be supplied by any PURCHASER GB&T Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's GB&T shareholders in connection with the GB&T Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETGB&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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the GB&T Shareholders' 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 the GB&T Shareholders' Meeting. All documents that any PURCHASER GB&T Company or any Affiliate thereof is are responsible for filing with any 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 (Gb&t Bancshares Inc), Agreement and Plan (Community Trust Financial Services Corporation)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof HeadXxxxxx.XXX xx Merger Sub for inclusion in the Registration Statement to be filed by PURCHASER with HeadXxxxxx.XXX xxxh 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 any PURCHASER Company or any Affiliate thereof HeadXxxxxx.XXX xx Merger Sub for inclusion in the Proxy Statement to be mailed to TARGET's shareholders HeadXxxxxx.XXX'x xhareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company 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 Proxy Statement, when first mailed to the shareholders of TARGETHeadXxxxxx.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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof is HeadXxxxxx.XXX xxx Merger Sub are responsible for filing with any 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: Agreement and Plan of Merger (Headhunter Net Inc), Agreement and Plan of Merger (Headhunter Net Inc)
Statements True and Correct. No statement, certificate, --------------------------- instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any 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 (Golden Isles Financial Holdings Inc), Agreement and Plan of Merger (Abc Bancorp)
Statements True and Correct. No statement, certificate, instrument --------------------------- statement or other writing certificate furnished or to be furnished by any PURCHASER Company or any Affiliate thereof Buyer Entity to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Buyer Entity for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company Buyer Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any PURCHASER Company or any Affiliate thereof Buyer Entity 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 Joint Proxy Statement, when first mailed to the shareholders stockholders of TARGETTarget 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, 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 ShareholdersStockholders' MeetingMeetings. All documents that any PURCHASER Company or any Affiliate thereof Buyer Entity is responsible for filing with any 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 (Fuqua Enterprises Inc), Agreement and Plan of Merger (Graham Field Health Products Inc)
Statements True and Correct. No representation or warranty contained in Article Five of this Agreement and no statement, certificate, instrument --------------------------- or other writing furnished or to be furnished for inclusion in the Proxy Statement by any PURCHASER Peoples Company or any Affiliate thereof to TARGET BancTrust 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. None of the information supplied or to be supplied by any PURCHASER Peoples Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER BancTrust 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 any PURCHASER Peoples Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Peoples’ shareholders and BancTrust’s shareholders in connection with the Shareholders' Meeting’ Meetings, and any other documents to be filed by any PURCHASER a Peoples 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 Proxy Statement, when first mailed to the shareholders of TARGETPeoples, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the 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 the Shareholders' Meeting’ Meetings. All documents that any PURCHASER Peoples Company or any Affiliate thereof is responsible for filing with any 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 Merger (Peoples Banctrust Co Inc), Agreement and Plan of Merger (Peoples Banctrust Co Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by Xxxxxxx or any PURCHASER Company Subsidiary or any Affiliate thereof to TARGET CSBI 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. None of the information supplied or to be supplied by Xxxxxxx or any PURCHASER Company Subsidiary or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 Xxxxxxx or any PURCHASER Company Subsidiary or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Xxxxxxx'x shareholders in connection with the Shareholders' Xxxxxxx Meeting, and any other documents to be filed by any PURCHASER Company 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 Proxy Statement, when first mailed to the shareholders of TARGETXxxxxxx, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the 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 the Shareholders' Xxxxxxx Meeting. All documents that any PURCHASER Company Xxxxxxx or any Affiliate thereof is responsible for filing with any 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 Merger (Century South Banks Inc), Stock Option Agreement (Haywood Bancshares Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Magna Company or any Affiliate thereof to TARGET UPC 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. None of the information supplied or to be supplied by any PURCHASER Magna Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Magna Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETMagna's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETMagna, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Magna Company or any Affiliate thereof is responsible for filing with any 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. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER GB&T Company or any Affiliate thereof to TARGET Mountain 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. None of the information supplied or to be supplied by any PURCHASER GB&T Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 of the information supplied or to be supplied by any PURCHASER GB&T Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's GB&T shareholders in connection with the GB&T Shareholders' ’ Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETGB&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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the GB&T Shareholders' ’ 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 the GB&T Shareholders' ’ Meeting. All documents that any PURCHASER GB&T Company or any Affiliate thereof is are responsible for filing with any 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 (Gb&t Bancshares Inc), Agreement and Plan of Reorganization (Mountain Bancshares Inc)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER PBF Company or any Affiliate thereof to TARGET ANB pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, 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. None of the information supplied or to be supplied by any PURCHASER 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 PURCHASER with the SEC, will, 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER PBF Company or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (Alabama National Bancorporation), Agreement and Plan of Merger (P B Financial Services Corp)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER UPC Company or any Affiliate thereof to TARGET Magna 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. None of the information supplied or to be supplied by any PURCHASER UPC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER UPC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETMagna's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETMagna, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER UPC Company or any Affiliate thereof is responsible for filing with any 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. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to --------------------------- be supplied by any PURCHASER Company Colony Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Colony 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 any PURCHASER Company Colony Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER Company Colony Entity or any Affiliate thereof with the SEC or any other other, Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the shareholders of TARGETQuitman and Colony, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, 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 Shareholders' MeetingMeetings. All documents that any PURCHASER Company Colony Entity or any Affiliate thereof is responsible for filing with any 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 (Colony Bankcorp Inc), Agreement and Plan of Merger (Quitman Bancorp Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company the FCB Companies or any Affiliate thereof to TARGET Flag 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. None of the information supplied or to be supplied by any PURCHASER Company the FCB Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company the FCB Companies or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGET's the FCB shareholders in connection with the Shareholders' Meeting, FCB Meeting and any other documents to be filed by any PURCHASER 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETFCB, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the 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 the Shareholders' Meetingsuch shareholders’ meeting. All documents that any PURCHASER FCB Company or any Affiliate thereof is responsible for filing with any 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 Merger (First Capital Bancorp, Inc.), Agreement and Plan of Merger (Flag Financial Corp)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company Flag Companies or any Affiliate thereof to TARGET FCB 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. None of the information supplied or to be supplied by any PURCHASER Company Flag Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company Flag Companies or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGET's FCB shareholders in connection with the Shareholders' Meeting, FCB Meeting and any other documents to be filed by any PURCHASER Company 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETFCB, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the 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 the Shareholders' Meetingeither of such shareholders’ meetings. All documents that any PURCHASER Flag Company or any Affiliate thereof is responsible for filing with any 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 Merger (First Capital Bancorp, Inc.), Agreement and Plan of Merger (Flag Financial Corp)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company 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 PURCHASER 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement theretoRegistration Statement, at the time of the Shareholders' Meetingwhen 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 Commission, the Shareholders' Meeting. All documents that any PURCHASER Company Federal Reserve Board (the "FRB") or any Affiliate thereof is responsible for filing with any Regulatory 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: Agreement and Plan of Reorganization (Monarch Bancorp), Agreement and Plan of Reorganization (Sc Bancorp)
Statements True and Correct. No statementHolopak has furnished Foilmark with copies of all written Holopak Contracts, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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 misleadingwritten Holopak Contracts as such exist on the date of this Agreement. None of the information supplied or to be supplied by any PURCHASER Holopak Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Foilmark 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 any PURCHASER Holopak Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETFoilmark 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, 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 Shareholders' MeetingMeetings. All documents that any PURCHASER Holopak Company or any Affiliate thereof is responsible for filing with any 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 (Simon Robert J), Agreement and Plan of Merger (Holopak Technologies Inc)
Statements True and Correct. No representation or warranty contained in Article Six of this Agreement, and no statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER BancTrust Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER BancTrust Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER BancTrust 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 any PURCHASER Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Peoples’ shareholders or BancTrust’s shareholders in connection with the Shareholders' Meeting’ Meetings, and any other documents to be filed by any PURCHASER Company 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 Proxy Statement, when first mailed to the shareholders Shareholders of TARGETPeoples, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the 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 the Shareholders' Meeting’ Meetings. All documents that any PURCHASER BancTrust Company or any Affiliate thereof is responsible for filing with any 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 Merger (Peoples Banctrust Co Inc), Agreement and Plan of Merger (Peoples Banctrust Co Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by or on behalf of any PURCHASER Company Norrxxx Xxxity or any Affiliate thereof to TARGET or for the benefit of Interim 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. None of the information supplied or to be supplied by any PURCHASER Company Norrxxx Xxxity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the 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 any PURCHASER Company Norrxxx Xxxity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETNorrxxx'x xxxreholders in connection with the Norrxxx Xxxreholders' Meeting and to be mailed to Interim's shareholders in connection with the Interim Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when Statement is first mailed to the respective shareholders of TARGETNorrxxx 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 as to such Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholderseach 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 the respective Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any 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 (Norrell Corp), Agreement and Plan of Merger (Interim Services Inc)
Statements True and Correct. No statement, certificate, --------------------------- instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER TARGET Company or any Affiliate thereof to TARGET PURCHASER 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. None of the information supplied or to be supplied by any PURCHASER TARGET Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER TARGET Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's the TARGET shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER TARGET Company or any Affiliate thereof is responsible for filing with any 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 (Abc Bancorp), Agreement and Plan of Merger (Golden Isles Financial Holdings Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof to TARGET any Vaxcel Company 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. None of the information supplied or to be supplied by any PURCHASER Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Registration Statement to be filed by PURCHASER Vaxcel 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 any PURCHASER Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Proxy Statement to be mailed to TARGETZynaxis's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETZynaxis, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof is responsible for filing with any 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 (Cytrx Corp), Agreement and Plan of Merger and Contribution (Vaxcel Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER LSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 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 any PURCHASER LSB Company or any Affiliate thereof for inclusion in the ONSB Proxy Statement to be mailed to TARGETONSB's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 ONSB Proxy Statement, when first mailed to the shareholders of TARGETONSB, 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 ONSB Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' 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 the Shareholders' Meeting. All documents that any PURCHASER LSB Company or any Affiliate thereof is responsible for filing with any 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. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company Parent Entity or any Affiliate thereof to TARGET the 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. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company Parent Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETthe Company's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER Company 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 Proxy Statement, when first mailed to the shareholders stockholders of TARGETthe 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' 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 ShareholdersStockholders' Meeting. All documents that any PURCHASER Company Parent Entity or any Affiliate thereof is responsible for filing with any 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 (Alden John Financial Corp), Agreement and Plan of Merger (Fortis Inc /Nv/)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Company Entity or any Affiliate thereof to TARGET Parent 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. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETthe Company's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER a Company 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 Proxy Statement, when first mailed to the shareholders stockholders of TARGETthe 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' 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 ShareholdersStockholders' Meeting. All documents that any PURCHASER Company Entity or any Affiliate thereof is responsible for filing with any 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 (Fortis Inc /Nv/), Agreement and Plan of Merger (Alden John Financial Corp)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company Seacoast Entity or any Affiliate thereof to TARGET PSHC 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. None of the information supplied or to be supplied by any PURCHASER Company Seacoast Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company Seacoast Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER Company 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETPSHC 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, 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 Shareholders' MeetingMeetings. All documents that any PURCHASER Company Seacoast Entity or any Affiliate thereof is responsible for filing with any 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 (Port St Lucie National Bank Holding Corp), Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company Omnicom, BHA or any Affiliate thereof Career Mosaic for inclusion in the Registration Statement to be filed by PURCHASER with HeadXxxxxx.XXX xxxh 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 no misleading. None of the information supplied or to be supplied by any PURCHASER Company Omnicom, BHA or any Affiliate thereof Career Mosaic for inclusion in the Proxy Statement to be mailed to TARGET's shareholders HeadXxxxxx.XXX'x xhareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGETHeadXxxxxx.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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company Omnicom, BHA or any Affiliate thereof is Career Mosaic are responsible for filing with any 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 (Headhunter Net Inc), Agreement and Plan of Merger (Headhunter Net Inc)
Statements True and Correct. No To the knowledge of CT Financial Services, no statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER CT Financial Services Company or any Affiliate thereof to TARGET GB&T 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 Materially misleading. None To the knowledge of CT Financial Services, none of the information supplied or to be supplied by any PURCHASER CT Financial Services Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 To the knowledge of CT Financial Services, none of the information supplied or to be supplied by any PURCHASER CT Financial Services Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCT Financial Services's shareholders in connection with the CT Financial Services Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETCT 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the CT Financial Services Shareholders' 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 the CT Financial Services Shareholders' Meeting. All documents that any PURCHASER CT Financial Services Company or any Affiliate thereof is are responsible for filing with any 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 (Gb&t Bancshares Inc), Agreement and Plan (Community Trust Financial Services Corporation)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company CSBI Companies or any Affiliate thereof to TARGET Xxxxxxx 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. None of the information supplied or to be supplied by any PURCHASER Company CSBI Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company CSBI Companies or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Xxxxxxx shareholders in connection with the Shareholders' Xxxxxxx Meeting, and any other documents to be filed by any PURCHASER Company 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 Proxy Statement, when first mailed to the shareholders of TARGETXxxxxxx, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the 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 the Shareholders' Xxxxxxx Meeting. All documents that any PURCHASER Company CSBI Companies or any Affiliate thereof is responsible for filing with any 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: Stock Option Agreement (Haywood Bancshares Inc), Agreement and Plan of Merger (Century South Banks Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Company PSHC Entity or any Affiliate thereof to TARGET Seacoast 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. None of the information supplied or to be supplied by any PURCHASER Company PSHC Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company PSHC Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER Company 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETPSHC 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, 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 Shareholders' MeetingMeetings. All documents that any PURCHASER Company PSHC Entity or any Affiliate thereof is responsible for filing with any 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 (Port St Lucie National Bank Holding Corp), Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company 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 PURCHASER 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement theretoRegistration Statement, at the time of the Shareholders' Meetingwhen 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 the Shareholders' Meeting. All documents that any PURCHASER Company Merger, each of the reports, registrations, statements, applications and other filings filed by it or any Affiliate thereof is responsible for filing with any Regulatory 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: Agreement and Plan of Reorganization (Monarch Bancorp), Agreement and Plan of Reorganization (Sc Bancorp)
Statements True and Correct. No statement, certificate, certificate or instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company JCN Entity or any Affiliate officer, director or employee thereof to TARGET Highwoods pursuant to this Agreement or pursuant to 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. None of the information supplied or to be supplied by any PURCHASER Company JCN Entity or any Affiliate officer, director or employee thereof for inclusion in the Registration Statement to be filed by PURCHASER Highwoods 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 any PURCHASER Company JCN Entity or any Affiliate officer, director or employee thereof for inclusion in the Proxy Statement to be mailed to TARGETJCN's shareholders in connection with the Shareholders' JCN Shareholders Meeting, and any other documents to be filed by any PURCHASER Company 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 Proxy Statement, when first mailed to the shareholders of TARGETJCN, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' 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 the Shareholders' JCN Shareholders Meeting. All documents that any PURCHASER Company or any Affiliate thereof JCN Entity is responsible for filing with any 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 (Highwoods Properties Inc), Agreement and Plan of Merger (J C Nichols Co)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to --------------------------- be supplied by any PURCHASER Company Quitman Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Colony 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 any PURCHASER Company Quitman Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER Company a Quitman 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETQuitman and Colony, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, 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 Shareholders' MeetingMeetings. All documents that any PURCHASER Company Quitman Entity or any Affiliate thereof is responsible for filing with any 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 (Quitman Bancorp Inc), Agreement and Plan of Merger (Colony Bankcorp Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company PSS Entity or any Affiliate thereof to TARGET GSMS pursuant to this Agreement or any other document, 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. None of the information supplied or to be supplied by any PURCHASER Company or PSS Entity or, to PSS's Knowledge, any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER PSS 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 any PURCHASER Company PSS Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any PURCHASER Company 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 Joint Proxy Statement, when first mailed to the shareholders stockholders of TARGETGSMS 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, 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 ShareholdersStockholders' MeetingMeetings. All documents that any PURCHASER Company PSS Entity or any Affiliate thereof is responsible for filing with any 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 (Gulf South Medical Supply Inc), Agreement and Plan of Merger (Gulf South Medical Supply Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Triangle Company or any Affiliate thereof regarding Triangle or such Affiliate for inclusion in the Registration Statement to be filed by PURCHASER Centura with the SEC, 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 any PURCHASER Triangle Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETCentura's shareholders and Triangle's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meetings will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of TARGETCentura 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, 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 the ShareholdersStockholders' MeetingMeetings. All documents that any PURCHASER Triangle Company or any Affiliate thereof is responsible for filing with any 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. No To the Knowledge of Mutual, no statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Mutual Company or any Affiliate thereof to TARGET ANB 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. None of the information supplied or to be supplied by any PURCHASER Mutual Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER ANB 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 any PURCHASER Mutual Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETMutual's and ANB's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER Mutual 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 Joint Proxy Statement, when first mailed to the shareholders of TARGET, Mutual and ANB 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 Joint Proxy Statement as amended or any amendment thereof or supplement theretosupplemented, at the time of the Shareholders' MeetingMeetings, 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 the Shareholders' MeetingMeetings. All documents that any PURCHASER Mutual Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Reorganization (American National Bankshares Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Subject Company or any Affiliate thereof expressly for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Subject Company or any Affiliate thereof expressly for inclusion in the Subject Company Proxy Statement to be mailed to TARGETSubject Company's shareholders in connection with the Subject Company Shareholders' Meeting, and any other documents to be filed by any PURCHASER Subject 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 Subject Company Proxy Statement, when first mailed to the shareholders of TARGETSubject 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 Subject Company Proxy Statement or any amendment thereof or supplement thereto, at the time of the Subject Company Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement made by Subject Company in any earlier communication with respect to the solicitation of any proxy for the Subject Company Shareholders' Meeting. All documents that any PURCHASER Subject Company or any Affiliate thereof Subject Company Subsidiary is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law. None of the information supplied or to be supplied by Subject Company expressly for inclusion in the Parent Proxy Statement to be mailed to Parent shareholders in connection with the Parent Shareholders' Meeting will, at the respective time such Parent Proxy Statement is filed, or when such Parent Proxy Statement is first mailed to the shareholders 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, at the time of the Parent Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statements made by Subject Company in any earlier communication with respect to the Parent Shareholders' Meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merchants Bancshares Inc /Tx/)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER RBF Company or any Affiliate thereof to TARGET NCC pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, 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. None of the information supplied or to be supplied by any PURCHASER RBF 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 PURCHASER with the SEC, will, when including without limitation (A) the Registration Statement becomes effectiveon Form S-4 of NCC registering the shares of NCC Common Stock to be offered to the holders of RBF Common Stock, and all amendments thereto (as amended, the “S-4 Registration Statement”), and (B) the Proxy Statement and Prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto, to be false or misleading delivered to stockholders of RBF 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 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 RBF, 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER RBF Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (National Commerce Corp)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Company OGS Entity or any Affiliate thereof to TARGET HCBF 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. None The Allowance reflected in the OGS Financial Statements was adequate, as of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SECdates thereof, 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 misleadingunder GAAP. None of the information supplied or with respect to be supplied by any PURCHASER Company a OGS Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's OGS shareholders in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any PURCHASER Company OGS 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 times such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETOGS, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' ’ 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 the Shareholders' ’ Meeting. All documents that any PURCHASER Company OGS Entity or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (HCBF Holding Company, Inc.)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER VBI Company or any Affiliate thereof to TARGET CBF pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, 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. None of the information supplied or to be supplied by any PURCHASER VBI Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by CBF in connection with the transactions provided for in this Agreement, including without limitation (i) documents to be filed by PURCHASER with the SEC, will, when including without limitation the Registration Statement becomes effectiveon Form S-4 of CBF registering the shares of CBF Common Stock to be offered to the holders of VBI 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 CBF or VBI, 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER VBI Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (Centerstate Banks of Florida Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company CSBI Companies or any Affiliate thereof to TARGET BCG 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. None of the information supplied or to be supplied by any PURCHASER Company CSBI Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CSBI 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 any PURCHASER Company CSBI Companies or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's BCG shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company 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 Proxy Statement, when first mailed to the shareholders of TARGETBCG, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company CSBI Companies or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (Century South Banks Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company Huntington or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Huntington 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 any PURCHASER Company Huntington or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETHuntington's shareholders in connection with the Huntington Shareholders' Meeting or the Proxy Statement to be mailed to First Michigan's shareholders in connection with the First Michigan Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company Huntington or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyby the Merger Documents, will, at the respective time such documents are filed, and with respect to the Proxy StatementStatements, when first mailed to the respective shareholders of TARGETHuntington and First Michigan, 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 Proxy Statement Statements or any amendment thereof or supplement thereto, at the time of the Huntington or First Michigan Shareholders' Meeting, as applicable, 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 Huntington or First Michigan Shareholders' Meeting. All documents that any PURCHASER Company Huntington or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby by the Merger Documents will comply as to form in all material respects with the provisions of applicable Law.
Appears in 1 contract
Samples: Supplemental Agreement (Huntington Bancshares Inc/Md)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Premier Company or any Affiliate thereof to TARGET Central and Southern 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. None of the information supplied or to be supplied by any PURCHASER Premier Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier 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 any PURCHASER Premier Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETPremier's shareholders in connection with the Premier Shareholders' Meeting, and any other documents to be filed by any PURCHASER Premier 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 Proxy Statement, when first mailed to the shareholders of TARGETPremier, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Premier 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 Premier Shareholders' Meeting. All documents that any PURCHASER Premier Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Reorganization (Central & Southern Holding Co/Ga)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof to TARGET Zynaxis 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. None of the information supplied or to be supplied by any PURCHASER Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Registration Statement to be filed by PURCHASER Vaxcel with the SEC, 40 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 any PURCHASER Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Proxy Statement to be mailed to TARGETZynaxis's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Vaxcel 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 Proxy Statement, when first mailed to the shareholders of TARGETZynaxis, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger and Contribution (Vaxcel Inc)
Statements True and Correct. No statement, certificate, instrument or --------------------------- or other writing furnished or to be furnished by any PURCHASER GB&T Company or any Affiliate thereof to TARGET FNBG 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. None of the information supplied or to be supplied by any PURCHASER GB&T Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 of the information supplied or to be supplied by any PURCHASER GB&T Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's GB&T shareholders in connection with the GB&T Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETGB&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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the GB&T Shareholders' 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 the GB&T Shareholders' Meeting. All documents that any PURCHASER GB&T Company or any Affiliate thereof is are responsible for filing with any 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
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by either BCG or any PURCHASER Company of the BCG Banks or any Affiliate thereof to TARGET CSBI 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. None of the information supplied or to be supplied by either BCG or any PURCHASER Company of the BCG Banks or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CSBI 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 either BCG or any PURCHASER Company of the BCG Banks or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's BCG shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by either BCG or any PURCHASER Company of the BCG Banks 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 Proxy Statement, when first mailed to the shareholders of TARGETBCG, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that either BCG or any PURCHASER Company of the BCG Banks or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (Century South Banks Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER NCBC Company or any Affiliate thereof to TARGET PBI 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. None of the information supplied or to be supplied by any PURCHASER NCBC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER NCBC 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 any PURCHASER NCBC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders PBI Shareholders in connection with the Shareholdersshareholders' Meetingmeetings, and any other documents to be filed by any PURCHASER NCBC 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 Proxy Statement, when first mailed to the shareholders of TARGETPBI, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholdersshareholders' Meetingmeeting, be false or misleading with respect to contain any untrue statement of 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 the Shareholders' Meetingcircumstances under which they were made, not misleading. All documents that any PURCHASER NCBC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby 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 (Piedmont Bancorp Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER First United Company or any Affiliate thereof to TARGET Regions 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. None of the information supplied or to be supplied by any PURCHASER First United Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER First United Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFirst United's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER a First United 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 Proxy Statement, when first mailed to the shareholders stockholders of TARGETFirst United, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' 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 the ShareholdersStockholders' Meeting. All documents that any PURCHASER First United Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (First United Bancorporation /Sc/)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER IRBC Company or any Affiliate thereof to TARGET ANB pursuant to this Agreement or any other documentAgreement, agreement or instrument referred to herein including the Exhibits and Schedules 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. None of the information supplied or to be supplied by any PURCHASER IRBC 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 PURCHASER with the SEC, will, 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 IRBC 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 IRBC, 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER IRBC Company or any Affiliate thereof is responsible for filing with any 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
Samples: Employment Agreement (Indian River Banking Company)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Landmark Company or any Affiliate thereof to TARGET NCC pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, 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. None of the information supplied or to be supplied by any PURCHASER Landmark 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: (a) documents to be filed by PURCHASER with the SEC, willincluding, when 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 Landmark Common Stock, and all amendments thereto (as amended, the “S-4 Registration Statement”), and the proxy statement-prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto, to be false or misleading mailed to the holders of Landmark Common Stock in accordance with respect the provisions of this Agreement (as amended and supplemented from time to time, the “Proxy Statement-Prospectus”); (b) filings pursuant to any state securities Laws; and (c) filings made in connection with the obtaining of Consents from Regulatory Authorities, in the case of the S-4 Registration Statement, at the time at which 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, at the time at which such documents are filed with a Regulatory Authority and/or at the time at which they are distributed to holders of Landmark 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Landmark Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (National Commerce Corp)
Statements True and Correct. No To the Knowledge of Mountain, no statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Mountain Company or any Affiliate thereof to TARGET GB&T 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 Materially misleading. None To the Knowledge of Mountain, none of the information supplied or to be supplied by any PURCHASER Mountain Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 To the Knowledge of Mountain, none of the information supplied or to be supplied by any PURCHASER Mountain Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETMountain's shareholders in connection with the Mountain Shareholders' Meeting, and any other documents to be filed by any PURCHASER a Mountain 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 Proxy Statement, when first mailed to the shareholders of TARGETMountain, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Mountain Shareholders' 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 the Mountain Shareholders' Meeting. All documents that any PURCHASER Mountain Company or any Affiliate thereof is are responsible for filing with any 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: Agreement and Plan of Reorganization (Mountain Bancshares Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company Carolina First Entity or any Affiliate thereof to TARGET CB&T 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. None of the information supplied or to be supplied by any PURCHASER Company Carolina First Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company Carolina First Entity or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to TARGETCB&T's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company Carolina First 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 Proxy Statement/Prospectus, when first mailed to the shareholders of TARGETCB&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 Proxy Statement Statement/Prospectus or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company Carolina First Entity or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (Carolina First Bancshares Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER MSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER IBC 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 any PURCHASER MSB Company or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to TARGETMSB's shareholders in connection with the MSB Shareholders' Meeting or the Proxy Statement/Prospectus to be mailed to IBC's shareholders in connection with the IBC Shareholder's Meeting, and any other documents to be filed by any PURCHASER Company MSB or any Affiliate thereof with the SEC SEC, the OTS or any other Regulatory Authority in connection with the transactions contemplated herebyby the Merger Documents, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the respective shareholders of TARGETMSB and IBC, 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 Proxy Statement Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the MSB or IBC Shareholders' Meeting, as applicable, be false or misleading with respect to any material fact, or omit to state any material fact facts necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the MSB or IBC Shareholders' Meeting. All documents that any PURCHASER MSB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby by the Merger Documents will comply as to form in all material respects with the provisions of applicable Lawlaw. Neither this Agreement nor any schedule, statement, list, certificate or other written information furnished or to be furnished by MSB in connection with this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a mate rial fact necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading.
Appears in 1 contract
Samples: Consolidation Agreement (Independent Bank Corp /Mi/)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company Savannah Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Savannah 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 any PURCHASER Company Savannah Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER Company Savannah 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETBryan and Savannah, be false or misleading misleaxxxx 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, 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 Shareholders' MeetingMeetings. All documents that any PURCHASER Company Savannah Entity or any Affiliate thereof is responsible for filing with any 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. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER NCBC Company or any Affiliate thereof to TARGET FFC 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 materially misleading. None of the information supplied or to be supplied by any PURCHASER NCBC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER NCBC 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 any PURCHASER NCBC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders FFC Shareholders in connection with the Shareholdersshareholders' Meetingmeetings, and any other documents to be filed by any PURCHASER NCBC 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 Proxy Statement, when first mailed to the shareholders of TARGETFFC, 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 materially misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholdersshareholders' Meetingmeetings, 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 Shareholdersshareholders' Meetingmeetings. All documents that any PURCHASER NCBC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Commerce Bancorporation)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company Highwoods Entity or any Affiliate thereof to TARGET JCN 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. None of the information supplied or to be supplied by any PURCHASER Company Highwoods Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company Highwoods Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETJCN's shareholders in connection with the Shareholders' JCN Shareholders Meeting, and any other documents to be filed by any PURCHASER Company Highwoods 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 Proxy Statement, when first mailed to the shareholders of TARGETJCN, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' 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 the Shareholders' JCN Shareholders Meeting. All documents that any PURCHASER Company Highwoods Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions 30 contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Highwoods Properties Inc)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER NCC Company or any Affiliate thereof to TARGET United pursuant to this Agreement Agreement, including the Exhibits or any other documentSchedules hereto, 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. None of the information supplied or to be supplied by any PURCHASER NCC Company or any Affiliate thereof for inclusion in (i) the Registration Statement documents to be filed by PURCHASER with the SEC, will, when including without limitation the S-4 Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make and the statements therein not misleading. None of the information supplied or Proxy Statement/Prospectus to be supplied by any PURCHASER Company or any Affiliate thereof for inclusion mailed to United’s stockholders in connection with the United Stockholders’ Meeting and (ii) the NCC Proxy Statement to be mailed to TARGET's shareholders NCC’s stockholders in connection with the Shareholders' Meeting, NCC Stockholders’ Meeting and (iii) any other documents to be filed by any PURCHASER an NCC Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyprovided for herein, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed to the shareholders stockholders of TARGETUnited, or with respect to the NCC Proxy Statement, when first mailed to the stockholders of NCC, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER NCC Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (National Commerce Corp)
Statements True and Correct. No statementHolopak has furnished Foilmark with copies of all written Holopak Contracts, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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 misleadingwritten Holopak Contracts as such exist on the date of this Agreement. None of the information supplied or to be supplied by any PURCHASER Holopak Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Foilmark 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 any PURCHASER Holopak Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETFoilmark 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, 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 Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.26
Appears in 1 contract
Statements True and Correct. No statement, certificate, instrument instrument, or --------------------------- or other writing furnished or to be furnished by any PURCHASER Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof to TARGET any Vaxcel Company 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. None of the information supplied or to be supplied by any PURCHASER Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Registration Statement to be filed by PURCHASER Vaxcel 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 any PURCHASER Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Proxy Statement to be mailed to TARGETZynaxis's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETZynaxis, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Zynaxis Company or any Affiliate officer, director, employee or Subsidiary thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger and Contribution (Cytrx Corp)
Statements True and Correct. No statement, certificate, instrument or --------------------------- or other writing furnished or to be furnished by any PURCHASER Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof to TARGET Zynaxis 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. None of the information supplied or to be supplied by any PURCHASER Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof for inclusion in the Proxy Statement to be mailed to TARGETZynaxis's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Vaxcel 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 Proxy Statement, when first mailed to the shareholders of TARGETZynaxis, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Vaxcel Company or any Affiliate officer, director, employee or Subsidiary thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger and Contribution (Cytrx Corp)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Regions Company or any Affiliate thereof to TARGET FBI 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. None of the information supplied or to be supplied by any PURCHASER Regions Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Regions 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 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 any PURCHASER Regions Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFBI's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders stockholders of TARGETFBI, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' 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 the ShareholdersStockholders' Meeting. All documents that any PURCHASER Regions Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.. 6.10
Appears in 1 contract
Samples: Final Agreement Agreement and Plan (First Bankshares Inc /Ga/)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Capital Company or any Affiliate thereof to TARGET UPC 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. None of the information supplied or to be supplied by any PURCHASER Capital Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Capital Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCapital's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER a 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 Proxy Statement, when first mailed to the shareholders of TARGETCapital, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Capital Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Reorganization (Capital Savings Bancorp Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company CCBG Entity or any Affiliate thereof to TARGET FMB 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. None of the information supplied or to be supplied by any PURCHASER Company CCBG Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CCBG 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 any PURCHASER Company CCBG Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's FMB shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company CCBG 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 Proxy Statement, when first mailed to the shareholders of TARGETFMB, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company CCBG Entity or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (Capital City Bank Group Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Regions Company or any Affiliate thereof regarding Regions or such Affiliate for inclusion in the Registration Statement to be filed by PURCHASER Regions with the SEC, 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 any PURCHASER Regions Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETFCC's shareholders and Regions' stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated herebyMeetings, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of TARGETFCC and Regions, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, 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 the ShareholdersStockholders' MeetingMeetings. All documents that any PURCHASER Regions Company or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (Regions Financial Corp)
Statements True and Correct. No To the knowledge of SHB, no statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER SHB Company or any Affiliate thereof to TARGET GB&T pursuant to this Agreement Agreement, or any other document, agreement or instrument referred to herein (as to the information furnished by any SHB Company or any affiliate thereof), 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. None To the knowledge of SHB, none of the information supplied or to be supplied by any PURCHASER SHB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 To the knowledge of SHB, none of the information supplied or to be supplied by any PURCHASER SHB Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETSHB's shareholders in connection with the SHB Shareholders' Meeting, and or in any other documents to be filed by any PURCHASER a SHB 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 Proxy Statement, when first mailed to the shareholders of TARGETSHB, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the SHB Shareholders' Meeting, none of such information will 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 the SHB Shareholders' Meeting. All documents that any PURCHASER SHB Company or any Affiliate thereof is are responsible for filing with any 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: Agreement and Plan of Reorganization (Southern Heritage Bancorp Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Company AFI Entity or any Affiliate thereof to TARGET Bancorp 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. None of the information supplied or with respect to be supplied by any PURCHASER Company an AFI Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Bancorp 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. The allowance for loan losses reflected in the AFI Financial Statements contained in the Registration Statement was adequate, as of the dates thereof, under GAAP. None of the information supplied or with respect to be supplied by any PURCHASER Company an AFI Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's AFI shareholders in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any PURCHASER Company AFI 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 times such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETAFI, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' ’ 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 the Shareholders' ’ Meeting. All documents that any PURCHASER Company AFI Entity or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (1st United Bancorp, Inc.)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER PB Company or any Affiliate thereof to TARGET NCC pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, 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. None of the information supplied or to be supplied by any PURCHASER PB 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 PURCHASER with the SEC, willincluding without limitation, when the Registration Statement becomes effectiveon Form S-4 of NCC registering the shares of NCC Common Stock to be offered to the holders of PB Common Stock, 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, to be false or misleading delivered to stockholders of PB 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 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 PB, 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER PB Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (National Commerce Corp)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company CCBG Entity or any Affiliate thereof to TARGET GHC 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. None of the information supplied or to be supplied by any PURCHASER Company CCBG Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CCBG 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 any PURCHASER Company CCBG Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETGHC's shareholders and FNBGC's stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER Company CCBG 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 Proxy Statement, when first mailed to the shareholders stockholders of TARGETGHC and FNBGC, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' 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 ShareholdersStockholders' Meeting. All documents that any PURCHASER Company CCBG Entity or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (Capital City Bank Group Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Company FMB or any Affiliate thereof to TARGET CCBG 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. None of the information supplied or to be supplied by any PURCHASER Company FMB or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CCBG 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 any PURCHASER Company FMB or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's FMB shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company FMB 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 Proxy Statement, when first mailed to the shareholders of TARGETFMB, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company FMB or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (Capital City Bank Group Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company of the SouthFirst Companies or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER SouthFirst 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 any PURCHASER Company of the SouthFirst Companies or any Affiliate thereof for inclusion in the Prospectus/Joint Proxy Statement to be mailed to TARGETChilxxx Xxxnty's shareholders in connection with the Chilxxx Xxxnty Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company of the SouthFirst 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 Prospectus/Joint Proxy Statement, when first mailed to the shareholders of TARGETChilxxx Xxxnty, 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 Prospectus/Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Chilxxx Xxxnty Shareholders' 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 the Shareholders' Meeting. All documents that any PURCHASER Company of the SouthFirst Companies or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (Southfirst Bancshares Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Xxxxxx Xxxxxxxx Company or any Affiliate thereof to TARGET Premier 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 Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Xxxxxx Xxxxxxxx Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier 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 any PURCHASER Xxxxxx Xxxxxxxx Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Xxxxxx Xxxxxxxx'x shareholders in connection with the Xxxxxx Xxxxxxxx Shareholders' Meeting, and any other documents to be filed by any PURCHASER a Xxxxxx Xxxxxxxx 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 Proxy Statement, when first mailed to the shareholders of TARGETXxxxxx Xxxxxxxx, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Xxxxxx Xxxxxxxx Shareholders' Meeting, be false or misleading with respect to any material 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 Xxxxxx Xxxxxxxx Shareholders' Meeting. All documents that any PURCHASER Xxxxxx Xxxxxxxx Company or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Reorganization (Premier Bancshares Inc /Ga)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER IRBC Company or any Affiliate thereof to TARGET ANB pursuant to this Agreement or any other documentAgreement, agreement or instrument referred to herein including the Exhibits and Schedules 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. None of the information supplied or to be supplied by any PURCHASER IRBC 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 PURCHASER with the SEC, will, 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 IRBC 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 IRBC, 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER IRBC Company or any Affiliate thereof is responsible for filing with any 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.. Table of Contents
Appears in 1 contract
Samples: Employment Agreement (Alabama National Bancorporation)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER FCC Company or any Affiliate thereof regarding FCC or such Affiliate for inclusion in the Registration Statement to be filed by PURCHASER Regions with the SEC, 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 any PURCHASER FCC Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETRegions' and FCC's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, Meetings will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of TARGETRegions and FCC, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, 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 the ShareholdersStockholders' MeetingMeetings. All documents that any PURCHASER FCC Company or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (Regions Financial Corp)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company Highwoods Entity or any Affiliate thereof to TARGET JCN 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. None of the information supplied or to be supplied by any PURCHASER Company Highwoods Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company Highwoods Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETJCN's shareholders in connection with the Shareholders' JCN Shareholders Meeting, and any other documents to be filed by any PURCHASER Company Highwoods 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 Proxy Statement, when first mailed to the shareholders of TARGETJCN, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' 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 the Shareholders' JCN Shareholders Meeting. All documents that any PURCHASER Company Highwoods Entity or any Affiliate thereof is responsible for filing with any 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. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof Buyer Entity to TARGET Pioneer 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. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Buyer Entity for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company or any Affiliate thereof Buyer Entity for inclusion in the Proxy Statement to be mailed to TARGETPioneer's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company or any Affiliate thereof Buyer Entity 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 Proxy Statement, when first mailed to the shareholders of TARGETPioneer, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof Buyer Entity is responsible for filing with any 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
Samples: Agreement and Plan of Merger (First American Corp /Tn/)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company Bancorp Entity or any Affiliate thereof to TARGET AFI 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. None of the information supplied or to be supplied by any PURCHASER Company Bancorp Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Bancorp 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 any PURCHASER Company Bancorp Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's the shareholders of AFI in connection with the Shareholders' ’ Meeting, and any other documents to be filed by any PURCHASER Company Bancorp 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 Proxy Statement, when first mailed to the shareholders of TARGETAFI, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' ’ 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 the Shareholders' ’ Meeting. All documents that any PURCHASER Company Bancorp Entity or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (1st United Bancorp, Inc.)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company CCBG Entity or any Affiliate thereof to TARGET FABC 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. None of the information supplied or to be supplied by any PURCHASER Company CCBG Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CCBG 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 any PURCHASER Company CCBG Entity or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's the shareholders of FABC in connection with the Shareholders' Meeting, and none of the information contained in any other documents to be filed by any PURCHASER Company CCBG 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 times such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETFABC, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' 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 the Shareholders' Meeting. All documents that any PURCHASER Company CCBG Entity or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Merger (Capital City Bank Group Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER GB&T Company or any Affiliate thereof to TARGET FNBG 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. None of the information supplied or to be supplied by any PURCHASER GB&T Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 of the information supplied or to be supplied by any PURCHASER GB&T Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's GB&T shareholders in connection with the GB&T Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETGB&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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the GB&T Shareholders' 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 the GB&T Shareholders' Meeting. All documents that any PURCHASER GB&T Company or any Affiliate thereof is are responsible for filing with any 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: Agreement and Plan of Reorganization (Gb&t Bancshares Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER UPC Company or any Affiliate thereof to TARGET Leader 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. None of the information supplied or to be supplied by any PURCHASER UPC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER UPC Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETUPC's and Leader's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETUPC and Leader, 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, 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 Shareholders' MeetingMeetings. All documents that any PURCHASER UPC Company or any Affiliate thereof is responsible for filing with any 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. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Premier Company or any Affiliate thereof to TARGET Xxxxxx Xxxxxxxx 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. None of the information supplied or to be supplied by any PURCHASER Premier Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier 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 any PURCHASER Premier Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETPremier's shareholders in connection with the Premier Shareholders' Meeting, and any other documents to be filed by any PURCHASER Premier 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 Proxy Statement, when first mailed to the shareholders of TARGETPremier, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Premier Shareholders' 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 the Premier Shareholders' Meeting. All documents that any PURCHASER Premier Company or any Affiliate thereof is responsible for filing with any 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: Agreement and Plan of Reorganization (Premier Bancshares Inc /Ga)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER UPC Company or any Affiliate thereof to TARGET Capital 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. None of the information supplied or to be supplied by any PURCHASER UPC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER UPC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCapital's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETCapital, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER UPC Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Reorganization (Capital Savings Bancorp Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Lochaven Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Republic 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 any PURCHASER Lochaven Company or any Affiliate thereof for inclusion in the Proxy Statement Statements to be mailed to TARGETRepublic's shareholders and Lochaven's stockholders in connection with the Shareholdersirrespective Stockholders' MeetingMeetings, and any other documents to be filed by any PURCHASER an Lochaven 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 Proxy StatementStatements, when first mailed to the shareholders stockholders of TARGETRepublic and Lochaven, 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, misleading or, in the case of the Proxy Statement Statements or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, 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 the ShareholdersStockholders' MeetingMeetings. All documents that any PURCHASER Lochaven Company or any Affiliate thereof is responsible for filing with any Regulatory Authority 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: Agreement and Plan of Merger (Republic Bancshares Inc)
Statements True and Correct. No statement, certificate, instrument or --------------------------- or other writing furnished or to be furnished by any PURCHASER Company Bank Atlanta or any Affiliate thereof to TARGET Premier 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. None of the information supplied or to be supplied by any PURCHASER Company Bank Atlanta or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier 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 any PURCHASER Company Bank Atlanta or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETBank Atlanta's shareholders in connection with the Bank Atlanta Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company Bank Atlanta 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 Proxy Statement, when first mailed to the shareholders of TARGETBank Atlanta, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Bank Atlanta 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 Bank Atlanta Shareholders' Meeting. All documents that any PURCHASER Company Bank Atlanta or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Reorganization (Premier Bancshares Inc /Ga)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company Bryan Entity or any Affiliate thereof for thereox xxx inclusion in the Registration Statement to be filed by PURCHASER Savannah 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 any PURCHASER Company Bryan Entity or any Affiliate thereof for inclusion xxx xnclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders in connection with the Shareholders' MeetingMeetings, and any other documents to be filed by any PURCHASER Company a Bryan Entity or any Affiliate thereof with xxxx 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 Joint Proxy Statement, when first mailed to the shareholders of TARGETBryan and Savannah, be false or misleading misleadxxx 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' MeetingMeetings, 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 Shareholders' MeetingMeetings. All documents that any PURCHASER Company Bryan Entity or any Affiliate thereof is responsible ix xxxponsible for filing with any 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. No statement, certificate, ---------------------------- instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Target Company or any Affiliate thereof to TARGET Purchaser 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. None of the information supplied or to be supplied by any PURCHASER Target Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Purchaser 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 any PURCHASER Target Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's the Target shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER 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 Proxy Statement, when first mailed to the shareholders of TARGETTarget, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' 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 the Shareholders' Meeting. All documents that any PURCHASER Target Company or any Affiliate thereof is responsible for filing with any 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: Plan of Merger and Merger Agreement (Islands Bancorp)
Statements True and Correct. No statement, certificate, --------------------------- instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Premier Company or any Affiliate thereof to TARGET Central and Southern 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. None of the information supplied or to be supplied by any PURCHASER Premier Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Premier 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 any PURCHASER Premier Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETPremier's shareholders in connection with the Premier Shareholders' Meeting, and any other documents to be filed by any PURCHASER Premier 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 Proxy Statement, when first mailed to the shareholders of TARGETPremier, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the Premier 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 Premier Shareholders' Meeting. All documents that any PURCHASER Premier Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Reorganization (First Alliance/Premier Bancshares Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET 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. None of the information supplied or to be supplied by any PURCHASER BSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Republic 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 any PURCHASER BSB Company or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to TARGETBSB's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER an BSB 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 Proxy StatementStatements/Prospectus, when first mailed to the shareholders stockholders of TARGETBSB, 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, misleading or, in the case of the Proxy Statement Statements/Prospectus or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' 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 ShareholdersStockholders' MeetingMeetings. All documents that any PURCHASER BSB Company or any Affiliate thereof is responsible for filing with any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Republic Bancshares Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- statement or other writing certificate furnished or to be furnished by any PURCHASER Company or any Affiliate thereof Buyer Entity to TARGET 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. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof Buyer Entity for inclusion in the Registration Statement to be filed by PURCHASER 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 any PURCHASER Company Buyer Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement to be mailed to TARGETeach Party's shareholders stockholders in connection with the ShareholdersStockholders' MeetingMeetings, and any other documents to be filed by any PURCHASER Company or any Affiliate thereof Buyer Entity 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 Joint Proxy Statement, when first mailed to the shareholders stockholders of TARGETTarget 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the ShareholdersStockholders' MeetingMeetings, 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 ShareholdersStockholders' MeetingMeetings. All documents that any PURCHASER Company or any Affiliate thereof Buyer Entity is responsible 25 26 for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.. 6.19
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graham Field Health Products Inc)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER BANK Company or any Affiliate thereof to TARGET TIB pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, 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. None of the information supplied or to be supplied by any PURCHASER BANK Company or any Affiliate thereof for inclusion in the Registration Statement documents to be prepared by TIB in connection with the transactions provided for in this Agreement, including without limitation (i) documents to be filed by PURCHASER with the SEC, will, when including without limitation the Registration Statement becomes effectiveon Form S-4 of TIB registering the shares of TIB Common Stock to be offered to the holders of BANK 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 TIB or BANK, 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER BANK Company or any Affiliate thereof is responsible for filing with any 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
Samples: Plan of Merger and Merger Agreement (Tib Financial Corp.)
Statements True and Correct. No Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER United Company or any Affiliate thereof to TARGET NCC pursuant to this Agreement Agreement, including the Exhibits and Schedules hereto, or any other document, 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. None of the information supplied or to be supplied by any PURCHASER United 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 PURCHASER with the SEC, will, when including without limitation (A) the Registration Statement becomes effectiveon Form S-4 of NCC registering the shares of NCC Common Stock to be offered to the holders of United Common Stock, and all amendments thereto (as amended, the “S-4 Registration Statement”), (B) the Proxy Statement and Prospectus in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto, to be false or misleading delivered to stockholders of United in accordance with respect the provisions of this Agreement (as amended and supplemented, the “Proxy Statement/Prospectus”), and (C) the Proxy Statement in the form contained in the S-4 Registration Statement, and all amendments and supplements thereto, to be delivered to stockholders of NCC in accordance with the provisions of this Agreement (as amended and supplemented, the “NCC Proxy Statement”); (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 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 and the NCC Proxy Statement, at the time of the mailing thereof and at the time of the meeting of stockholders to which the Proxy Statement/Prospectus or the NCC Proxy Statement 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 NCC or United, 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 or required to be supplied by any PURCHASER Company stated therein or any Affiliate thereof for inclusion necessary in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any 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 Proxy Statement, when first mailed to the shareholders of TARGET, 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 Proxy Statement or any amendment thereof or supplement thereto, 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 correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER United Company or any Affiliate thereof is responsible for filing with any 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
Samples: Agreement and Plan of Merger (National Commerce Corp)
Statements True and Correct. No statement, certificate, instrument or --------------------------- or other writing furnished or to be furnished by any PURCHASER CBC Company or any Affiliate thereof to TARGET FSB 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. None of the information supplied or to be supplied by any PURCHASER CBC Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CBC 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 any PURCHASER CBC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFSB's shareholders in connection with the FSB Shareholders' Meeting, and any other documents to be filed by any PURCHASER CBC 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 Proxy Statement, when first mailed to the shareholders of TARGETFSB, 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 Proxy Statement or any amendment thereof or supplement thereto, at the time of the FSB 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 FSB Shareholders' Meeting. All documents that any PURCHASER CBC Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions A-30 contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Southern Bankshares Inc/Ga)
