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: Employment Agreement (Abc Bancorp), Agreement and Plan of Merger (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: Employment Agreement (Abc Bancorp), Agreement and Plan of Merger (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 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 (Capital Bancorp/Fl), Agreement and Plan of Merger (Union Planters Corp), Agreement and Plan of Merger (Union Planters Corp)
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 (First National Banc Inc), Agreement and Plan of Merger (Ameris 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 (Abc Bancorp), Agreement and Plan of Merger (Ameris Bancorp), Agreement and Plan of Merger (First National Banc 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 (Florida Choice Bankshares, Inc.), Agreement and Plan of Merger (Alabama National Bancorporation)
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 (Coastal Banking Co Inc), Agreement and Plan of Merger (First Capital Bank Holding Corp)
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 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 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 --------------------------- 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 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 (Interim Services Inc), Agreement and Plan of Merger (Norrell Corp)
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 (Fortis Inc /Nv/), Agreement and Plan of Merger (Alden John Financial Corp)
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 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 --------------------------- 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 (First Capital Bank Holding Corp), Agreement and Plan of Merger (Coastal Banking Co 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 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 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 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 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 (P B Financial Services Corp), Agreement and Plan of Merger (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 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 (Abc Bancorp), Agreement and Plan of Merger (Golden Isles Financial Holdings Inc)
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 (Holopak Technologies Inc), Agreement and Plan of Merger (Simon Robert J)
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 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: Stock Option Agreement (Haywood Bancshares Inc), 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 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 --------------------------- 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 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 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 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 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 (Interim Services Inc), Agreement and Plan of Merger (Norrell 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 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 (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 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 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 (Holopak Technologies Inc), Agreement and Plan of Merger (Simon Robert J)
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 (Sc Bancorp), Agreement and Plan of Reorganization (Monarch Bancorp)
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 --------------------------- 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 (Graham Field Health Products Inc), Agreement and Plan of Merger (Fuqua Enterprises Inc)
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 (J C Nichols Co), Agreement and Plan of Merger (Highwoods Properties Inc)
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 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 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 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 --------------------------- 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 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 --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER SFC 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 SFC 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 SFC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETSFC's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER a SFC 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 TARGETSFC, 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 SFC 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 (Sho Me 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 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 Central and Southern 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 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 Central and Southern 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 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 Central and Southern Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCentral and Southern's shareholders in connection with the Central and Southern Shareholders' Meeting, and any other documents to be filed by any PURCHASER a Central and Southern 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 TARGETCentral and Southern, 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 Central and Southern 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 Central and Southern Shareholders' Meeting. All documents that any PURCHASER Central and Southern 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 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 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 --------------------------- 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 1 contract
Samples: Agreement and Plan of Merger (Physician Sales & Service Inc /Fl/)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER FCBS 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 FCBS 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 FCBS Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders FCBS' stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER a FCBS 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 TARGETFCBS, 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 FCBS 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 Community Banking Services Inc)
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Company CB&T Entity or any Affiliate thereof to TARGET Carolina First 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 CB&T Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Carolina First 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 CB&T 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 a CB&T Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the 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 CB&T 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 SNB Company or any Affiliate thereof to TARGET CROSSROADS 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 SNB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER SNB 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 SNB Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCROSSROADS's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER SNB 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 TARGETCROSSROADS, 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 SNB 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 Neither this Agreement nor any statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER PCB 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 PCB 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 PCB 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 PCB 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 stockholders of PCB, 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 PCB 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 Central and Southern 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 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 Central and Southern 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 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 Central and Southern Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCentral and Southern's shareholders in connection with the Central and Southern Shareholders' Meeting, and any other documents to be filed by any PURCHASER a Central and Southern 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 TARGETCentral and Southern, 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 Central and Southern 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 Central and Southern Shareholders' Meeting. All documents that any PURCHASER Central and Southern 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 Cardinal Company or any Affiliate thereof to TARGET Area 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 Cardinal Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Area 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 Cardinal Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCardinal's shareholders in connection with the Cardinal Shareholders' Meeting, and any other documents to be filed by any PURCHASER Cardinal 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 TARGETCardinal, 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 Cardinal 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 Cardinal Shareholders' Meeting. All documents that any PURCHASER Cardinal 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 (Cardinal Bancshares Inc)
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)
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 CCBG Entity or any Affiliate thereof to TARGET FBWP 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 TARGETFBWP's 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 TARGETFBWP, 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 --------------------------- 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 --------------------------- 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 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 IBC 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 IBC Company or any Affiliate thereof for inclusion in the Proxy Statement Statement/Prospectus to be mailed to TARGETIBC's shareholders in connection with the IBC Shareholders' Meeting or the Proxy Statement/Prospectus to be mailed to MSB's shareholders in connection with the MSB Shareholder's Meeting, and any other documents to be filed by any PURCHASER Company IBC 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 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 IBC or MSB 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 IBC 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 Law. Neither this Agreement nor any schedule, statement, list, certificate or other written information furnished or to be furnished by IBC in connection with this Agreement contains, or will contain any untrue statement of a material fact or omits or will omit, to state a material 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 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 TARGET's Mountain’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 (Gb&t Bancshares Inc)
Statements True and Correct. No To the Knowledge of FNBG, no statement, --------------------------- certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER FNBG 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 FNBG, none of the information supplied or to be supplied by any PURCHASER FNBG 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 FNBG, none of the information supplied or to be supplied by any PURCHASER FNBG Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFNBG's shareholders in connection with the FNBG Shareholders' Meeting, and any other documents to be filed by any PURCHASER a FNBG 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 TARGETFNBG, 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 FNBG 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 FNBG Shareholders' Meeting. All documents that any PURCHASER FNBG 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 --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Leader 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 Leader 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 Leader 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 a Leader 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 Leader 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 --------------------------- instrument, or other writing furnished or to be furnished by CCBF, any PURCHASER Company CCBF Subsidiary or any Affiliate thereof to TARGET Stone Street 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 CCBF, any PURCHASER Company CCBF Subsidiary or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CCBF 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 CCBF, any PURCHASER Company CCBF Subsidiary or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETStone Street's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by CCBF, any PURCHASER Company CCBF Subsidiary 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 TARGETStone Street, 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 CCBF, any PURCHASER Company CCBF Subsidiary 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 of Combination (Stone Street Bancorp Inc)
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 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 --------------------------- 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 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 --------------------------- or other writing furnished or to be furnished by statement of any PURCHASER BancTrust Company or certificate of any Affiliate thereof BancTrust Company to TARGET CommerceSouth 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 CommerceSouth’s 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 TARGETCommerceSouth, 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 Company or any Affiliate thereof BancTrust 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
Statements True and Correct. No statement, certificate, instrument --------------------------- ---------------------------- or other writing furnished or to be furnished by any PURCHASER BHC 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 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 BHC 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 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 BHC Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETBHC's shareholders in connection with the BHC Shareholders' Meeting, and any other documents to be filed by any PURCHASER a BHC 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 TARGETBHC, 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 BHC 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 14 any proxy for the BHC Shareholders' Meeting. All documents that any PURCHASER BHC 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 (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 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 To the Knowledge of FNBG, no statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER FNBG 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 FNBG, none of the information supplied or to be supplied by any PURCHASER FNBG 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 FNBG, none of the information supplied or to be supplied by any PURCHASER FNBG Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETFNBG's shareholders in connection with the FNBG Shareholders' Meeting, and any other documents to be filed by any PURCHASER a FNBG 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 TARGETFNBG, 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 FNBG 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 FNBG Shareholders' Meeting. All documents that any PURCHASER FNBG 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 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 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 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 Consumers for inclusion in the Registration Statement registration statement on Form S-4, or other appropriate form, to be filed by PURCHASER with the SECSEC by BankUnited under the Securities Act in connection with the transactions contemplated by this Agreement (the "Registration Statement"), or the proxy statement to be used by Consumers in connection with obtaining all required approvals of its stockholders as contemplated by this Agreement (the "Proxy Statement") will, in the case of the Proxy Statement, when it is first mailed to the stockholders of Consumers, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements are made, not misleading, or, in the case of the Registration Statement Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to 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 Shareholdersmeeting of the stockholders of Consumers to be held pursuant to Section 8.03 of this Agreement, including any adjournments thereof (the "Stockholders' Meeting"), be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the ShareholdersStockholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof Consumers 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. No representation or warranty of Consumers contained in this Agreement, and no statement or disclosure contained in the Consumer Disclosure Schedule contains any untrue statement of a material fact or omits to state a material fact necessary to make such representations, warranties, statements or disclosures not misleading.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bankunited Financial Corp)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company Farmers 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 Farmers 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 Farmers or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's Farmers' shareholders in connection with the Farmers Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company Farmers 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 TARGETFarmers, 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 Farmers 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 Farmers Shareholders' Meeting. All documents that any PURCHASER Company Farmers 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 for inclusion in the Proxy Statement by any PURCHASER CommerceSouth 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 CommerceSouth 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 CommerceSouth Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETCommerceSouth= s shareholders and BancTrust's shareholders in connection with the Shareholders' MeetingShareholders= Meetings, and any other documents to be filed by any PURCHASER a CommerceSouth Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETCommerceSouth, 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' MeetingShareholders= 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' MeetingShareholders= Meetings. All documents that any PURCHASER CommerceSouth 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 (Banctrust Financial Group 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 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 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 Parent expressly for inclusion in the Registration Statement to be filed by PURCHASER Parent 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 Parent 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 Company Parent or any Affiliate thereof Parent Subsidiary with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the 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 Parent in any earlier communication with respect to the solicitation of any proxy for the Subject Company Shareholders' Meeting. All documents that any PURCHASER Company Parent or any Affiliate thereof Parent 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 Parent 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 statement made by Parent in any earlier communication with respect to the solicitation of any proxy for the Parent Shareholders' Meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merchants Bancshares Inc /Tx/)
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 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 statementSince January 1, certificate1994, instrument --------------------------- or the date of organization if later, each New Iberia Company has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with any Regulatory Authorities (except, in the case of state securities authorities, failures to file which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on New Iberia). At the time of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each report and other document, including financial statements, exhibits, and schedules thereto, filed by a New Iberia Company with any Regulatory Authority complied in all material respects with all applicable Laws, and (ii) each such report and document did not, in all material respects, 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 made therein, in light of the circumstances under which they were made, not misleading. The statements, certificates, instruments, or other writing writings, taken as a whole, furnished or to be furnished by any PURCHASER New Iberia 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 herein, do not and will not contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER New Iberia 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 New Iberia Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders New Iberia stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER a New Iberia 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.A-14
Appears in 1 contract
Samples: Appendix a Final Agreement Agreement and Plan (New Iberia Bancorp Inc)
Statements True and Correct. No statement, certificate, instrument or --------------------------- or other writing furnished or to be furnished by any PURCHASER FSB Company or any Affiliate thereof to TARGET CBC 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 FSB Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER CBC 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 FSB 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 FSB 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 FSB 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 Southern Bankshares Inc/Ga)
Statements True and Correct. No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished for inclusion in the Proxy Statement by any PURCHASER CommerceSouth 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 CommerceSouth 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 CommerceSouth Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's CommerceSouth’s shareholders and BancTrust’s shareholders in connection with the Shareholders' Meeting’ Meetings, and any other documents to be filed by any PURCHASER a CommerceSouth Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGETCommerceSouth, 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 CommerceSouth 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
Statements True and Correct. No statement, certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER PALFED 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 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 PALFED 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 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 PALFED Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGETPALFED's shareholders stockholders in connection with the ShareholdersStockholders' Meeting, and any other documents to be filed by any PURCHASER a PALFED Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders stockholders of TARGETPALFED, 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 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 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' Meeting. All documents that any PURCHASER PALFED 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
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 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 CSB for inclusion in the Registration Statement registration statement on Form S-4, or other appropriate form, to be filed by PURCHASER with the SECSEC by First Charter under the Securities Act in connection with the transactions contemplated by this Agreement (the "Registration Statement"), or the joint proxy statement to be used by CSB and First Charter to solicit any required approval of their respective shareholders as contemplated by this Agreement (the "Joint Proxy Statement") will, in the case of the Joint Proxy Statement, when it is first mailed to the shareholders of CSB or First Charter, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements are made, not misleading, or, in the case of the Registration Statement Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to 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 Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the meeting of the shareholders of either First Charter (the "First Charter Shareholders' Meeting") or CSB (the "CSB Shareholders' Meeting"), each to be held pursuant to SECTION 8.03 of this Agreement, including any adjournments thereof, be false or misleading with respect to any material fact, fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the CSB Shareholders' Meeting or the First Charter Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof CSB 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, including applicable provisions of the Securities Laws. The information which is set forth in the CSB DISCLOSURE SCHEDULE by CSB for the purposes of this Agreement is true and accurate in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Charter Corp /Nc/)
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. (a) No statement, representation or warranty by SB in this Agreement and no statement contained in the SB Disclosure Memorandum or any certificate, instrument --------------------------- instrument, or other writing furnished or to be furnished by any PURCHASER Company SB Entity or any Affiliate thereof to TARGET Buyer pursuant to this Agreement or any other document, agreement agreement, or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) None of the information supplied or to be supplied by any PURCHASER Company SB Entity or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER Buyer with the SEC, SEC will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company SB Entity or any Affiliate thereof for inclusion in the any Joint Proxy Statement Statement/Prospectus to be mailed delivered to TARGET's SB’s shareholders in connection with the SB’s Shareholders' Meeting’ Meetings, and any other documents to be filed by any PURCHASER Company SB Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement/Prospectus, when first mailed or delivered to the shareholders of TARGET, SB be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the SB’s Shareholders' Meeting, ’ Meeting be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the SB’s Shareholders' ’ Meeting. (c) All documents that any PURCHASER Company SB Entity or any Affiliate thereof is responsible for filing with any Regulatory Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.
Appears in 1 contract
Samples: V8 Agreement and Plan of Merger (First Bancorp /Nc/)
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 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 North Xxxxxx 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 North Xxxxxx 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 North Xxxxxx Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's North Xxxxxx'x shareholders in connection with the North Xxxxxx Shareholders' Meeting, and any other documents to be filed by any PURCHASER a North Xxxxxx 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 TARGETNorth Xxxxxx, 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 North Xxxxxx 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 North Xxxxxx Shareholders' Meeting. All documents that any PURCHASER North Xxxxxx 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 --------------------------- 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 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 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/)
