Satisfaction. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to the COMPANY and its counsel. The STOCKHOLDERS and the COMPANY shall be satisfied that the Registration Statement and the prospectus forming a part thereof, including any amendments thereof or supplements thereto, shall not contain any untrue statement of a material fact, or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that the condition contained in this sentence shall be deemed satisfied if the COMPANY or STOCKHOLDERS shall have failed to inform METALS in writing prior to the effectiveness of the Registration Statement of the existence of an untrue statement of a material fact or the omission of such a statement of a material fact.
Appears in 8 contracts
Sources: Merger Agreement (Metals Usa Inc), Merger Agreement (Metals Usa Inc), Merger Agreement (Metals Usa Inc)
Satisfaction. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to the COMPANY and its counsel. The STOCKHOLDERS and the COMPANY shall be satisfied that the Registration Statement and the prospectus forming a part thereof, including any amendments thereof or supplements thereto, shall not contain any untrue statement of a material fact, or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that the condition contained in this sentence shall be deemed satisfied if the COMPANY or STOCKHOLDERS shall have failed to inform METALS CSI in writing prior to the effectiveness of the Registration Statement of the existence of an untrue statement of a material fact or the omission of such a statement of a material fact.
Appears in 7 contracts
Sources: Merger Agreement (Comfort Systems Usa Inc), Merger Agreement (Comfort Systems Usa Inc), Merger Agreement (Comfort Systems Usa Inc)
Satisfaction. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to the COMPANY and its counsel. The STOCKHOLDERS and the COMPANY shall be satisfied not have determined that the Registration Statement and the prospectus forming a part thereof, including any amendments thereof or supplements thereto, shall not contain any untrue statement of a material fact, or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that the condition contained in this sentence shall be deemed satisfied if the COMPANY or STOCKHOLDERS shall have failed to inform METALS PARENT in writing prior to the effectiveness of the Registration Statement of the existence of an untrue statement of a material fact or the omission of such a statement of a material fact.
Appears in 6 contracts
Sources: Merger Agreement (Nationwide Staffing Inc), Merger Agreement (Nationwide Staffing Inc), Merger Agreement (Nationwide Staffing Inc)
Satisfaction. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to the COMPANY and its counsel. The STOCKHOLDERS STOCKHOLDER and the COMPANY shall be satisfied that the Registration Statement and the prospectus forming a part thereof, including any amendments thereof or supplements thereto, shall not contain any untrue statement of a material fact, or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that the condition contained in this sentence shall be deemed satisfied if the COMPANY or STOCKHOLDERS STOCKHOLDER shall have failed to inform METALS CSI in writing prior to the effectiveness of the Registration Statement of the existence of an untrue statement of a material fact or the omission of such a statement of a material fact.
Appears in 3 contracts
Sources: Merger Agreement (Comfort Systems Usa Inc), Merger Agreement (Comfort Systems Usa Inc), Merger Agreement (Comfort Systems Usa Inc)
Satisfaction. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to the COMPANY and its counsel. The STOCKHOLDERS and the COMPANY shall -44- be satisfied that the Registration Statement and the prospectus forming a part thereof, including any amendments thereof or supplements thereto, shall not contain any untrue statement of a material fact, or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that the condition contained in this sentence shall be deemed satisfied if the COMPANY or STOCKHOLDERS shall have failed to inform METALS CSI in writing prior to the effectiveness of the Registration Statement of the existence of an untrue statement of a material fact or the omission of such a statement of a material fact.
Appears in 1 contract
Satisfaction. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to the COMPANY COMPANIES and its their counsel. The STOCKHOLDERS STOCKHOLDER and the COMPANY COMPANIES shall be satisfied not have determined that the Registration Statement and the prospectus forming a part thereof, including any amendments thereof or supplements thereto, shall not contain any untrue statement of a material fact, or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that the condition contained in this sentence shall be deemed satisfied if the COMPANY COMPANIES or STOCKHOLDERS STOCKHOLDER shall have failed to inform METALS PARENT in writing prior to the effectiveness of the Registration Statement of the existence of an untrue statement of a material fact or the omission of such a statement of a material fact.
Appears in 1 contract
Satisfaction. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to the COMPANY and its counsel. The STOCKHOLDERS and the COMPANY shall be satisfied that the Registration Statement and the prospectus forming a part thereof, including any amendments thereof or supplements thereto, shall not contain any untrue statement of a material fact, or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that the condition contained in this sentence shall be deemed satisfied if the COMPANY or STOCKHOLDERS shall have failed to inform METALS CSI in writing prior to the effectiveness of the Registration Statement of the existence of an untrue statement of a material fact or the omission of such a statement of a material fact.
Appears in 1 contract
Satisfaction. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to the COMPANY and its counsel. The STOCKHOLDERS and the COMPANY shall be satisfied that the Registration Statement and the or any prospectus forming a part thereof, including the preliminary prospectus or any amendments amendment thereof or supplements supplement thereto, shall not contain any untrue statement of a material factfact relating to the COMPANY, or omit to state therein a material fact relating to the COMPANY required to be stated therein or necessary to make the statements therein related to the COMPANY not misleading, provided provided, that the condition contained in this sentence shall be deemed satisfied if (i) ETS shall have complied with its obligations under Section 7.8(e) and (ii) the COMPANY or STOCKHOLDERS shall have failed to inform METALS ETS in writing prior to the effectiveness of the Registration Statement of the existence of an untrue statement of a material fact or the omission of such a statement of a material factfact (a) in the case of any printed "red ▇▇▇▇▇▇▇" preliminary prospectus, prior to the distribution thereof or (b) in the case of any final prospectus, prior to the second day preceding the effectiveness of the Registration Statement.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Expresspoint Technology Systems Inc)
Satisfaction. All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto and all other related legal matters shall be reasonably satisfactory to the COMPANY and its counsel. The STOCKHOLDERS and the COMPANY shall be satisfied that the Registration Statement and the or any prospectus forming a part thereof, including the preliminary prospectus or any amendments amendment thereof or supplements supplement thereto, shall not contain any untrue statement of a material fact, fact relating to the COMPANY or omit to state therein a material fact relating to the COMPANY required to be stated therein or necessary to make the statements therein related to the COMPANY not misleading, provided provided, that the condition contained in this sentence shall be deemed satisfied if (i) ETS shall have complied with its obligations under Section 7.8(e) and (ii) the COMPANY or STOCKHOLDERS shall have failed to inform METALS ETS in writing prior to the effectiveness of the Registration Statement of the existence of an untrue statement of a material fact or the omission of such a statement of a material factfact (a) in the case of any printed "red ▇▇▇▇▇▇▇" preliminary prospectus, prior to the distribution thereof or (b) in the case of any final prospectus, prior to the second day preceding the effectiveness of the Registration Statement.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Expresspoint Technology Systems Inc)