REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows:
Appears in 53 contracts
Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows:
Appears in 29 contracts
Samples: Voting and Support Agreement (Rover Group, Inc.), Support Agreement (Dot Hill Systems Corp), Support Agreement (Dot Hill Systems Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, represents hereby represent and warrants warrant to the Stockholder as of the date hereof as follows:
Appears in 27 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Stockholder Agreement (Celestica Inc), Stockholder Agreement (Manufacturers Services LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to the Stockholder as follows:
Appears in 26 contracts
Samples: Tender and Voting Agreement (Emergent Group Inc/Ny), Tender and Voting Agreement (Universal Hospital Services Inc), Tender and Voting Agreement (Emergent Group Inc/Ny)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder Shareholder as follows:
Appears in 25 contracts
Samples: Agreement and Plan of Merger (Team Health Holdings Inc.), Tender Agreement, Tender and Voting Agreement
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder as follows:
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants warrant to Stockholder the Shareholder as follows:
Appears in 13 contracts
Samples: Voting Agreement (Morgans Foods Inc), Voting Agreement (Morgans Foods Inc), Tender and Voting Agreement (Engility Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Stockholders as follows:
Appears in 13 contracts
Samples: Voting and Tender Agreement, Voting Agreement (Panera Bread Co), Voting and Tender Agreement (Ceradyne Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, hereby represents and warrants to each Stockholder as follows:
Appears in 11 contracts
Samples: Tender and Support Agreement (Carbon Black, Inc.), Tender and Support Agreement (Vmware, Inc.), Agreement and Plan of Merger (Daegis Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder each Shareholder as follows:
Appears in 8 contracts
Samples: Voting and Support Agreement (Vista Equity Partners Fund VI, L.P.), Voting and Support Agreement (Vista Equity Partners Fund VI, L.P.), Voting and Support Agreement (Vista Equity Partners Fund VI, L.P.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, hereby jointly and severally, represents severally represent and warrants warrant to Stockholder the Stockholders as follows:
Appears in 8 contracts
Samples: Voting Agreement (Georesources Inc), Voting Agreement (Halcon Resources Corp), Voting Agreement (Sorrento Networks Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly hereby represent and severally, represents and warrants warrant to Stockholder the Shareholder as follows:
Appears in 8 contracts
Samples: Voting Agreement (MEDecision, Inc.), Voting Agreement (MEDecision, Inc.), Voting Agreement (MEDecision, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, hereby represents and warrants to Stockholder the Shareholder as follows:
Appears in 7 contracts
Samples: Shareholder Tender and Support Agreement (American CyberSystems Inc), Shareholder Tender and Support Agreement (American CyberSystems Inc), Shareholder Tender and Support Agreement (American CyberSystems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder the Stockholders as follows:
Appears in 7 contracts
Samples: Tender and Voting Agreement (Statoil Asa), Tender and Voting Agreement (Brigham Exploration Co), Share Tender Agreement (United Retail Group Inc/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, represents represent and warrants warrant to the Stockholder as follows:
Appears in 7 contracts
Samples: Undertaking Agreement (Ats Corp), Undertaking Agreement (Ats Corp), Stockholder’s Agreement (Ats Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly hereby represent and severally, represents and warrants warrant to Stockholder as follows:
Appears in 6 contracts
Samples: Tender and Support Agreement (AI Pan LLC), Tender and Support Agreement (Pandion Therapeutics, Inc.), Form of Support Agreement (Arqule Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants (as to itself) to Stockholder as follows:
Appears in 4 contracts
Samples: Voting Agreement (Sunedison, Inc.), Voting Agreement (Vivint Solar, Inc.), Voting Agreement (Sunedison, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebyhereby represent, jointly warrant and severally, represents and warrants covenant to Stockholder as follows:
Appears in 4 contracts
Samples: Tender Agreement and Irrevocable Proxy (Multicare Companies Inc), Tender Agreement (Genesis Eldercare Acquisition Corp), Tender Agreement (Genesis Eldercare Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, hereby jointly and severally, severally represents and warrants to each Stockholder as follows:
Appears in 4 contracts
Samples: Voting and Support Agreement (GCP Applied Technologies Inc.), Voting and Support Agreement (GCP Applied Technologies Inc.), Voting and Support Agreement (Starboard Value LP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder each Holder as follows:
Appears in 4 contracts
Samples: Support Agreement (Engine Capital, L.P.), Support Agreement (Hill International, Inc.), Tender and Support Agreement (Engine Capital, L.P.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each 3.1 Representations and Warranties of Parent and Merger Sub. Parent and Merger Sub hereby, jointly and severally, represents severally represent and warrants warrant to each Principal Stockholder as follows:
Appears in 4 contracts
Samples: Voting Agreement (Hovnanian Enterprises Inc), Voting Agreement (Hovnanian Enterprises Inc), Voting Agreement (Hovnanian Enterprises Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly hereby represent and severally, represents and warrants warrant to Stockholder as follows:set forth below.
Appears in 3 contracts
Samples: Support Agreement (Harpoon Therapeutics, Inc.), Form of Support Agreement (Kindred Biosciences, Inc.), Form of Support Agreement (Elanco Animal Health Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, represents hereby represent and warrants warrant to Stockholder each of the Stockholders as follows:
Appears in 3 contracts
Samples: Voting Agreement (Heist Charles H), Voting Agreement (Inforte Corp), Voting Agreement (Ablest Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents severally represent and warrants warrant to Stockholder as followsShareholders that:
Appears in 3 contracts
Samples: Shareholder Support Agreement (Infousa Inc), Shareholder Support Agreement (Best Buy Co Inc), Shareholder Support Agreement (Napster Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, hereby represents and warrants to the Stockholder as follows:follows (it being understood that the representations and warranties with respect to Merger Sub are made effective only upon, and as of, the execution of the Joinder (as defined below) by Merger Sub):
Appears in 3 contracts
Samples: Tender and Voting Agreement (Open Text Corp), Tender and Voting Agreement (True Wind Capital, L.P.), Tender and Voting Agreement (Zix Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents severally represent and warrants warrant to Stockholder Shareholder as follows:
Appears in 3 contracts
Samples: Share Purchase Agreement (Ulticom, Inc), Share Purchase Agreement (Ulticom, Inc), Share Purchase Agreement (Ulticom, Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents severally represent and warrants warrant to Stockholder the Principal Stockholders as follows:
Appears in 2 contracts
Samples: Voting Agreement (Weston Graham M), Support Agreement (Eastman Chemical Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder Shareholder as follows:
Appears in 2 contracts
Samples: Form of Tender and Support Agreement (Titanium Asset Management Corp), Tender and Support Agreement (Coleman Cable, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents severally represent and warrants warrant to Stockholder as followsShareholder that:
Appears in 2 contracts
Samples: Shareholder Support Agreement (Infousa Inc), Shareholder Support Agreement (Infousa Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, hereby represents and warrants to the Stockholder as follows:
Appears in 2 contracts
Samples: Stockholder Support Agreement (Medical Device Alliance Inc), Stockholder Support Agreement (Arthrocare Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to each Stockholder as follows:
Appears in 2 contracts
Samples: Tender and Support Agreement (United Rentals, Inc.), Support Agreement (Legend Acquisition Sub, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder Shareholder as follows:
Appears in 2 contracts
Samples: Support Agreement (Dusa Pharmaceuticals Inc), Support Agreement (Caraco Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as followsthat:
Appears in 2 contracts
Samples: Tender and Support Agreement (Paya Holdings Inc.), Tender and Support Agreement (GTCR-Ultra Holdings, LLC)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents represent and warrants warrant to Stockholder the Company and the Stockholders as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Guitar Center Inc), Agreement and Plan of Merger (Financial Performance Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents severally represent and warrants warrant to Stockholder the Company and the Designated Stockholders as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Wind River Systems Inc), Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly represent and severally, represents and warrants warrant to each Stockholder as follows:
Appears in 2 contracts
Samples: Tender and Support Agreement (Todd Shipyards Corp), Voting Agreement (Axsys Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Shareholders as follows:
Appears in 2 contracts
Samples: Voting Agreement (Igate Corp), Support Agreement (Hastings Entertainment Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder the Shareholder as follows:
Appears in 2 contracts
Samples: Shareholder Agreement (Equity Oil Co), Shareholder Agreement (Equity Oil Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebyseverally, and not jointly and severally, represents represent and warrants warrant to Principal Stockholder as to itself as follows:
Appears in 2 contracts
Samples: Support Agreement (Majesco), Support Agreement (Majesco LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to each Stockholder as of the date hereof as follows:
Appears in 1 contract
Samples: Stockholders Agreement (Dominicks Supermarkets Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to each Stockholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, hereby jointly and severally, represents severally represent and warrants warrant to each Stockholder Party as follows:
Appears in 1 contract
Samples: Shepard Vision, Inc.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, represents hereby represent and warrants warrant to Stockholder the Company Stockholders, as follows:
Appears in 1 contract
Samples: Agreement (Softquad Software LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub herebySub, jointly and severally, hereby represents and warrants to each Stockholder as follows:follows (it being understood that the representations and warranties with respect to Merger Sub are made effective only upon, and as of, the execution of the Joinder (as defined below) by Merger Sub):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each -------------------------------------------------------- of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to the Stockholder as follows:
Appears in 1 contract
Samples: Stockholder's Agreement (Agfa Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to each Stockholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder the Investors as follows:
Appears in 1 contract
Samples: Stockholders Agreement (Prides Capital Partners, LLC)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each -------------------------------------------------------- of Parent and Merger Sub hereby, jointly and severally, hereby represents and warrants to Stockholder the Stockholders as follows:
Appears in 1 contract
Samples: Stockholders' Agreement (Agfa Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents severally represent and warrants warrant to Stockholder the Shareholders as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Digitalthink Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, hereby jointly and severally, represents severally represent and warrants warrant to Stockholder the Sellers and Shareholders as follows:
Appears in 1 contract
