Information to be Supplied. (a) Each of the Schedule 14D-9 and the Proxy Statement and the other documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form in all material respects with the requirements of the Exchange Act and will not, on the date of its filing or, in the case of the Proxy Statement, on the dates it is mailed to stockholders of the Company and at the time of the Company Shareholder Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents will at the time the Offer Documents are filed with the SEC and first published, sent or given to the Company's stockholders, 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. (b) Notwithstanding the foregoing provisions of this Section 5.6, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement or the Schedule 14D-9 based on information supplied by Parent or Purchaser expressly for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.4.
Appears in 2 contracts
Sources: Merger Agreement (Endosonics Corp), Merger Agreement (Jomed Acquisition Corp)
Information to be Supplied. (a) Each of the Schedule 14D-9 and the The Proxy Statement and the other documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form in all material respects with the requirements of the Exchange Act and will not, on the date of its filing or, in the case of the Proxy Statement, on the dates date it is mailed to stockholders shareholders of the Company and at the time of the Company Shareholder Shareholders’ Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents Proxy Statement or other documents required to be filed by the Company with the SEC will at the time the Offer Documents same are filed with the SEC and first published, sent or given to the Company's stockholders’s shareholders, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.64.8, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement or the Schedule 14D-9 based on information supplied by Parent Purchaser or Purchaser Merger Sub expressly for inclusion or incorporation by reference therein or based on information which is not made included in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.45.4.
Appears in 2 contracts
Sources: Merger Agreement (Tipperary Corp), Agreement and Plan of Merger (Tipperary Corp)
Information to be Supplied. (a) Each of the Schedule 14D-9 and the Proxy Statement and the other documents required to be filed by the Company Purchaser with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form form, in all material respects respects, with the requirements of the Exchange Act and will not, on the date of its filing orfiling, and none of the information supplied or to be supplied by Parent, Purchaser and Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement will, in the case of the Proxy Statement, Statement on the dates it the Proxy Statement is mailed to stockholders shareholders of the Company and at the time of the Company Shareholder Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents Shareholders’ Meeting will at the time the Offer Documents are filed with the SEC and first published, sent or given to the Company's stockholdersnot, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.65.4, no representation or warranty is made by the Company Parent or Purchaser with respect to statements made or incorporated by reference in the Proxy Statement or the Schedule 14D-9 based on information supplied by Parent or Purchaser the Company expressly for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.44.8.
Appears in 2 contracts
Sources: Merger Agreement (Tipperary Corp), Agreement and Plan of Merger (Tipperary Corp)
Information to be Supplied. (a) Each of the Schedule 14D-9 and the Proxy Statement Offer Documents and the other documents required to be filed by the Company Parent with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form form, in all material respects respects, with the requirements of the Exchange Act and will not, on the date of its filing filing, and none of the information supplied or to be supplied by Parent or the Purchaser expressly for inclusion or incorporation by reference in the Schedule 14D-9 or the Proxy Statement will, in the case of the Schedule 14D-9, at the time the Schedule 14D-9 is filed with the SEC and first published, sent or given to the Company's stockholders or, in the case of the Proxy Statement, Statement on the dates it the Proxy Statement is mailed to stockholders of the Company and at the time of the Company Shareholder Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents Meeting will at the time the Offer Documents are filed with the SEC and first published, sent or given to the Company's stockholdersnot, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.66.4, no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference in the Proxy Statement or Offer Documents, the Schedule 14D-9 or Proxy Statement based on information supplied by Parent or Purchaser the Company expressly for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.45.6.
Appears in 2 contracts
Sources: Merger Agreement (Endosonics Corp), Merger Agreement (Jomed Acquisition Corp)
Information to be Supplied. (a) Each of the Schedule 14D-9 TO and the Proxy Statement Offer Documents and the other documents required to be filed by the Company Parent with the SEC in connection with the 34 of 56 Offer, the Merger and the other transactions contemplated hereby will comply as to form form, in all material respects respects, with the requirements of the Exchange Act and will not, on the date of its filing or, in the case of the Proxy Statement, on the dates it is mailed to stockholders of the Company and at the time of the Company Shareholder Meetingfiling, and none of the written information supplied or to be supplied by the Company Parent or Purchaser expressly for inclusion or incorporation by reference in the Offer Documents will Schedule 14D-9 or the Proxy Statement will, in the case of the Schedule 14D-9, at the time the Offer Documents are Schedule 14D-9 is filed with the SEC and first published, sent or given to the Company's stockholdersshareholders or, in the case of the Proxy Statement on the dates the Proxy Statement is mailed to shareholders of the Company and at the time of the Company Shareholder 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 the light of the circumstances under which they are made, not misleading.
(b) Notwithstanding the foregoing provisions of this Section 5.67.4, no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference in the Proxy Statement or Schedule TO, the Offer Documents, the Schedule 14D-9 or Proxy Statement based on information supplied by Parent or Purchaser the Company expressly for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.46.6.
Appears in 1 contract
Sources: Merger Agreement (Cemex Sa De Cv)
Information to be Supplied. (a) Each of the Schedule 14D-9 Joint Proxy Statement/Prospectus registration statement on Form S-4 to be filed with the SEC by Plum Creek in connection with the issuance of Plum Creek Common Stock in the Mergers, as amended or supplemented from time to time (as so amended and supplemented, the Proxy Statement "Merger Registration Statement") and the other documents required to be filed by the Company Plum Creek with the SEC in connection with the Offer, the Merger Mergers and the other transactions contemplated hereby will comply as to form form, in all material respects respects, with the requirements of the Exchange Act and the Securities Act, as the case may be, and will not, on the date of its filing or, in the case of the Proxy Merger Registration Statement, at the time it becomes effective under the Securities Act, or on the dates it the Joint Proxy Statement/Prospectus is mailed to the shareholders of the Timber Group Common Stock and the stockholders of the Company Plum Creek Common Equity and at the time of the Company G-P Shareholder Meeting and Plum Creek Stockholder Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents will at the time the Offer Documents are filed with the SEC and first published, sent or given to the Company's stockholders, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.65.07, no representation or warranty is made by the Company Plum Creek with respect to statements made or incorporated by reference in the Proxy Merger Registration Statement or the Schedule 14D-9 based on information supplied by Parent or Purchaser G-P expressly for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.44.07.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Plum Creek Timber Co Inc)
Information to be Supplied. (a) Each of the Schedule 14D-9 ------------- -------------------------- and the Proxy Statement Statement/Prospectus and the other documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and will not, on the date of its filing or, in the case of the Proxy Statement/Prospectus, on the dates it is mailed to stockholders shareholders of the Company and at the time of the Company Shareholder Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents will at the time the Offer Documents are filed with the SEC and first published, sent or given to the Company's stockholders, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.65.06, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Merger Registration Statement, the Proxy Statement Statement/Prospectus or the Schedule 14D-9 based on information supplied by Parent or Purchaser expressly Merger Sub for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.46.06.
Appears in 1 contract
Sources: Merger Agreement (Fort James Corp)
Information to be Supplied. (a) Each of the Schedule ------------ -------------------------- 14D-9 and the Proxy Statement Statement/Prospectus and the other documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and will not, on the date of its filing or, in the case of the Proxy Statement/Prospectus, on the dates it is mailed to stockholders shareholders of the Company and at the time of the Company Shareholder Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents will at the time the Offer Documents are filed with the SEC and first published, sent or given to the Company's stockholders, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.65.06, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Merger Registration Statement, the Proxy Statement Statement/Prospectus or the Schedule 14D-9 based on information supplied by Parent or Purchaser expressly Merger Sub for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.46.06.
Appears in 1 contract
Information to be Supplied. (a) Each of the Schedule 14D-9 and the Proxy Statement Statement/Prospectus and the other documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be. Each of the Schedule 14D-9 and the Proxy Statement/Prospectus and the other documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby and any of the information supplied or to be supplied by the Company or its Subsidiaries or their representatives for inclusion or incorporation by reference in the Merger Registration Statement and the Offer Documents, will not, on the date of its filing or mailing or, in the case of the Proxy Statement/Prospectus, on the dates it is mailed to stockholders of the Company and at the time of the Company Shareholder MeetingStockholder Meeting or, and none in the case of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents will Documents, at the time the Offer Documents are filed with is commenced or at the SEC and first published, sent or given to the Company's stockholdersAcceptance Date, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.65.08, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Offer Documents, Merger Registration Statement, the Proxy Statement Statement/Prospectus or the Schedule 14D-9 based on information supplied by or on behalf of Parent or Purchaser expressly Merger Sub for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.46.07.
Appears in 1 contract
Information to be Supplied. (a) Each of the Schedule 14D-9 and The Circular, the Proxy Statement and the other documents required to be filed by the Company with the Canadian Securities Regulators or the SEC in connection with the Offer, the Merger Arrangement and the other transactions contemplated hereby will comply as to form in all material respects with the requirements of the Exchange Act Securities Legislation and the OBCA, as the case may be. Each of the Circular, the Proxy Statement and the other documents required to be filed by the Company with the Canadian Securities Regulators or the SEC in connection with the Arrangement and the other transactions contemplated hereby and any of the information supplied or to be supplied by the Company or its Subsidiaries or their representatives for inclusion or incorporation by reference in the Circular or the Proxy Statement will not, on the date of its filing or, in the case of the Proxy Statementor mailing, on the dates it is mailed to stockholders date of the Company and Meeting or at the time of the Company Shareholder Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents will at the time the Offer Documents are filed with the SEC and first published, sent or given to the Company's stockholdersEffective Date, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.63.07, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Circular or the Proxy Statement or the Schedule 14D-9 based on information supplied by or on behalf of Parent or Purchaser expressly for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.44.07.
Appears in 1 contract
Sources: Pre Merger Agreement (Dynacare Inc)
Information to be Supplied. (a) Each of the Schedule 14D-9 registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger, as amended or supplemented from time to time (as so amended and supplemented, the Proxy Statement "MERGER REGISTRATION STATEMENT"), the Offer Documents and the other documents required to be filed by the Company Parent with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form form, in all material respects respects, with the requirements of the Exchange Act and the Securities Act, as the case may be, and will not, on the date of its filing or, in the case of the Proxy Offer Registration Statement and the Merger Registration Statement, at the time they become effective under the Securities Act, or on the dates it the Proxy Statement/Prospectus is mailed to stockholders shareholders of the Company and at the time of the Company Shareholder Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents will at the time the Offer Documents are filed with the SEC and first published, sent or given to the Company's stockholders, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.66.06, no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference in the Proxy Merger Registration Statement or the Schedule 14D-9 Offer Documents based on information supplied by Parent or Purchaser the Company expressly for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.45.06.
Appears in 1 contract
Information to be Supplied. (a) Each of the Schedule 14D-9 and the Proxy Statement and the other documents required to be filed by the Company Purchaser with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form form, in all material respects respects, with the requirements of the Exchange Act and will not, on the date of its filing orfiling, and none of the information supplied or to be supplied by Parent, Purchaser and Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement will, in the case of the Proxy Statement, Statement on the dates it the Proxy Statement is mailed to stockholders shareholders of the Company and at the time of the Company Shareholder Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents Shareholders' Meeting will at the time the Offer Documents are filed with the SEC and first published, sent or given to the Company's stockholdersnot, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.65.4, no representation or warranty is made by the Company Parent or Purchaser with respect to statements made or incorporated by reference in the Proxy Statement or the Schedule 14D-9 based on information supplied by Parent or Purchaser the Company expressly for inclusion or incorporation by reference therein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.44.8.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Santos International Holdings Pty Ltd.)
Information to be Supplied. (a) Each of the Schedule 14D-9 and the The Proxy Statement and the other documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form in all material respects with the requirements of the Exchange Act and will not, on the date of its filing or, in the case of the Proxy Statement, on the dates date it is mailed to stockholders shareholders of the Company and at the time of the Company Shareholder Shareholders' Meeting, and none of the written information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents Proxy Statement or other documents required to be filed by the Company with the SEC will at the time the Offer Documents same are filed with the SEC and first published, sent or given to the Company's stockholdersshareholders, 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.
(b) Notwithstanding the foregoing provisions of this Section 5.64.8, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement or the Schedule 14D-9 based on information supplied by Parent Purchaser or Purchaser Merger Sub expressly for inclusion or incorporation by reference therein or based on information which is not made included in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.45.4.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Santos International Holdings Pty Ltd.)