Common use of Supplements or Amendments Clause in Contracts

Supplements or Amendments. (a) If at any time prior to the Company Shareholders' Meeting any event with respect to the Company or any of its Subsidiaries or any of their respective officers and directors should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall notify the Purchaser thereof by reference to this Section 6.7(a) and such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company and such amendment or supplement shall comply with all provisions of applicable law. If at any time prior to the Effective Time, the Company or any of its Subsidiaries or any of their respective officers or directors become aware of any fact or condition which would cause any material statement in the Proxy Statement to have been untrue or would cause the Proxy Statement to omit to state a material fact required to have been stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify the Purchaser in writing of such fact or condition. (b) If it any time prior to the Company Shareholders' Meeting any event with respect to the Purchaser, any of its Subsidiaries or their respective officers or directors should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Purchaser shall notify the Company thereof by reference to this Section 6.7(b) and such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company and such amendment or supplement shall comply with all provisions of applicable law. If at any time prior to the Effective Time, the Purchaser or any of its Subsidiaries or any of their respective officers or directors becomes aware of any fact or condition which would cause any material statement in the Proxy Statement to have been untrue or would cause the Proxy Statement to omit to state a material fact required to have been stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Purchaser shall promptly notify the Company in writing of such fact or condition.

Appears in 1 contract

Sources: Merger Agreement (Progressive Corp/Oh/)

Supplements or Amendments. (a) If at any time prior to the Company Shareholders' Meeting or the Purchaser Stockholders' Meeting (whichever is later) any event with respect to the Company or any of its Subsidiaries or any of their respective officers and directors should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or the S-4 Registration Statement, the Company shall notify the Purchaser thereof by reference to this Section 6.7(a6.10(a) and such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company and such amendment or supplement shall comply with all provisions of applicable law. If at any time prior to the Effective Time, the Company or any of its Subsidiaries or any of their respective officers or directors become becomes aware of any fact or condition which would cause any material statement in the Proxy Statement Statement/Prospectus or in the prospectus relating to the Purchaser Common Stock Offering to have been untrue or would cause the Proxy Statement Statement/Prospectus or such other prospectus to omit to state a material fact required to have been stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify the Purchaser in writing of such fact or condition. (b) If it at any time prior to the Company Shareholders' Meeting or the Purchaser Stockholders' Meeting (whichever is later) any event with respect to the Purchaser, or any of its Subsidiaries or their respective officers or directors should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or the S-4 Registration Statement, the Purchaser shall notify the Company thereof by reference to this Section 6.7(b6.10(b) and such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company Purchaser and such amendment or supplement shall comply with all provisions of applicable law. If at any time prior to the Effective Time, the Purchaser or any of its Subsidiaries or any of their respective officers or directors becomes aware of any fact or condition which would cause any material statement in the Proxy Statement Statement/Prospectus to have been untrue or would cause the Proxy Statement Statement/Prospectus to omit to state a material fact required to have been stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Purchaser shall promptly notify the Company in writing of such fact or condition.

Appears in 1 contract

Sources: Merger Agreement (Danielson Holding Corp)

Supplements or Amendments. (a) If at any time prior to the Company Melita Shareholders' Meeting any event with respect to the Company eShare or any of its Subsidiaries or any of their respective officers and directors should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company eShare shall notify the Purchaser Melita thereof by reference to this Section 6.7(a6.8(a) and such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company Melita and such amendment or supplement shall comply with all provisions of applicable law. If at any time prior to the Effective Time, eShare or any of its officers or directors becomes aware of any fact or condition which would cause any material statement in the Company Proxy Statement regarding eShare to have been untrue or would cause the Proxy Statement to omit to state a material fact required to have been stated therein or necessary in order to make the statements therein regarding eShare, in light of the circumstances under which they were made, not misleading, eShare shall promptly notify Melita in writing of such fact or condition. (b) If at any time prior to the Melita Shareholders' Meeting any event with respect to Melita or any of its Subsidiaries or their respective officers or directors should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Melita shall notify eShare thereof by reference to this Section 6.8(b) and such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Melita and such amendment or supplement shall comply with all provisions of applicable law. If at any time prior to the Effective Time, Melita or any of its Subsidiaries or any of their respective officers or directors become becomes aware of any fact or condition which would cause any material statement regarding Melita in the Proxy Statement to have been untrue or would cause the Proxy Statement to omit to state a material fact required to have been stated therein or necessary in order to make the statements thereintherein regarding Melita, in light of the circumstances under which they were made, not misleading, the Company Melita shall promptly notify the Purchaser eShare in writing of such fact or condition. (b) If it any time prior to the Company Shareholders' Meeting any event with respect to the Purchaser, any of its Subsidiaries or their respective officers or directors should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Purchaser shall notify the Company thereof by reference to this Section 6.7(b) and such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company and such amendment or supplement shall comply with all provisions of applicable law. If at any time prior to the Effective Time, the Purchaser or any of its Subsidiaries or any of their respective officers or directors becomes aware of any fact or condition which would cause any material statement in the Proxy Statement to have been untrue or would cause the Proxy Statement to omit to state a material fact required to have been stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Purchaser shall promptly notify the Company in writing of such fact or condition.

Appears in 1 contract

Sources: Merger Agreement (Melita International Corp)