Common use of Information in Proxy Statement Clause in Contracts

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any (or any amendment thereof or supplement thereto), at the date mailed to Company stockholders and at the time of the meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Saffron Acquisition Corp), Merger Agreement (Sun Coast Industries Inc /De/)

Information in Proxy Statement. The Proxy Statement, if ------------------------------ if any (or any amendment thereof or supplement thereto), will, at the date mailed to Company stockholders and at the time of the meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Hain Food Group Inc), Merger Agreement (Hain Food Group Inc)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any required by Section 1.8 hereof (or any amendment thereof or supplement thereto), will, at the date mailed to Company stockholders and at the time of the meeting of Company stockholders to be held in connection with stockholder approval of the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderpromul- gated thereunder by the SEC.

Appears in 2 contracts

Sources: Merger Agreement (Extendicare Inc /Can/), Merger Agreement (Arbor Health Care Co /De/)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any (or any amendment thereof or supplement thereto), at the date mailed to Company stockholders shareholders and at the time of the meeting of Company stockholders shareholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Rose Acquisition Corp), Merger Agreement (State of the Art Inc /Ca)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any (or any amendment thereof or supplement thereto)any, at the date mailed provided to Company stockholders and at the time of the meeting of Company stockholders to be held in connection with the Merger, will not not, at the date mailed to the Company’s stockholders and at the time of any meeting of the Company’s stockholders held to consider the Merger (the “Company Stockholders’ Meeting”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing furnished by Parent or the Purchaser expressly Sub for inclusion in the Proxy Statement, if any. The Proxy Statement Statement, if any, will comply in all material respects with the provisions of the Exchange Act Act, and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Mercator Software Inc), Merger Agreement (Ascential Software Corp)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any required by Section 1.7 hereof (or any amendment thereof or supplement thereto), will, at the date mailed to Company stockholders and at the time of the meeting of Company stockholders to be held in connection with stockholder approval of the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderpromulgated thereunder by the SEC.

Appears in 2 contracts

Sources: Merger Agreement (Advanced Environmental Systems Inc), Merger Agreement (Philip Services Corp)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any (or any amendment thereof or supplement thereto), at the date mailed to Company stockholders the Company's shareholders and at the time of the meeting of Company stockholders shareholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Sage Group PLC), Merger Agreement (Best Software Inc)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if Statement and any other document filed with the SEC by the Company in connection with the Merger (or any amendment thereof or supplement thereto), at the date first mailed to the stockholders of the Company stockholders and at the time of the meeting of Company stockholders to be held in connection with Stockholders Meeting, as the Mergercase may be, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, except however, that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly Merger Sub relating to Parent or Merger Sub and specifically for inclusion in the Proxy Statementsuch documents. The Proxy Statement and such other documents filed with the SEC by the Company in connection with the Merger will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Appears in 2 contracts

Sources: Merger Agreement (Jda Software Group Inc), Merger Agreement (I2 Technologies Inc)

Information in Proxy Statement. The If a Company Stockholders Meeting is to be held pursuant to Section 5.3, the Company Proxy Statement, ------------------------------ if any Statement (or any amendment thereof or supplement thereto)as defined in Section 5.3) will comply as to form in all material respects with the requirements of the Exchange Act and, at the date time the Company Proxy Statement is mailed to the stockholders of the Company stockholders and at the time of the meeting of such Company stockholders to be held Stockholders Meeting described in connection with the MergerSection 5.3 (or any adjournment or postponement thereof), will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on any information supplied in writing by Parent or the Purchaser expressly Acquisition Sub for inclusion in the Company Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Sources: Merger Agreement (Acer Inc), Merger Agreement (Gateway Inc)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any (or any amendment thereof or supplement thereto)Statement will not, at the date it is first mailed to Company stockholders and the Common Shareholders, at any time it is subsequently amended or at the time of the meeting of Company stockholders to be held in connection with the MergerShareholders’ Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of all applicable Laws, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or the Purchaser expressly on behalf of Buyer and Merger Sub specifically for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Sources: Transaction Agreement (1 800 Flowers Com Inc)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if Statement and any other document filed with the SEC by the Company in connection with the Merger (or any amendment thereof or supplement thereto), at the date first mailed to the shareholders of the Company stockholders and at the time of the meeting of Company stockholders to be held in connection with Shareholders Meeting, as the Mergercase may be, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, except however, that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly Merger Sub specifically for inclusion in the Proxy Statementsuch documents. The Proxy Statement and such other documents filed with the SEC by the Company will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct.

Appears in 1 contract

Sources: Merger Agreement (SBS Technologies Inc)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any (or any amendment thereof or supplement thereto), including any information incorporated by reference therein, will, at the date mailed to the stockholders of the Company stockholders and at the time of the meeting of Company the stockholders to be held in connection with of the MergerCompany, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Sources: Merger Agreement (Innovative Valve Technologies Inc)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if Statement and any other document (or any amendment thereof or supplement thereto), at the date ) mailed to the shareholders of the Company stockholders and in connection with the Merger shall not, at the time of the meeting of Company stockholders Shareholders Meeting and at the date such document is first mailed to be held in connection with the Mergershareholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, except however, that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly Merger Sub specifically for inclusion in the Proxy Statementsuch documents. The Proxy Statement will and any documents mailed to the shareholders of the Company or filed with or furnished to the SEC in connection with the Merger shall comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderall applicable Laws.

Appears in 1 contract

Sources: Merger Agreement (STARLIMS Technologies LTD)

Information in Proxy Statement. The Proxy Statement, if ------------------------------ if any (or any amendment thereof or supplement thereto), will, at the date mailed to Company stockholders and at the time of the meeting of Company stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Sources: Merger Agreement (Bucyrus Acquisition Corp)

Information in Proxy Statement. The Proxy Statement, ------------------------------ if any required by Section 1.8 hereof (or any amendment thereof or supplement thereto), will, at the date mailed to Company stockholders and at the time of the meeting of Company stockholders to be held in connection with stockholder approval of the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to statements made therein based on information supplied in writing by Parent or the Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderpromulgated thereunder by the SEC.

Appears in 1 contract

Sources: Merger Agreement (Extendicare Health Services Inc)