REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders that:
Appears in 27 contracts
Samples: Tender and Support Agreement (Alpine Immune Sciences, Inc.), Tender and Support Agreement (Alpine Immune Sciences, Inc.), Tender and Support Agreement (POINT Biopharma Global Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Stockholders thatCompany Stockholder as follows:
Appears in 24 contracts
Samples: Agreement and Plan of Merger (IntraLinks Holdings, Inc.), Agreement and Plan of Merger (Synchronoss Technologies Inc), Tender and Support Agreement (IntraLinks Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to each of the Stockholders Stockholders, jointly and severally, that:
Appears in 10 contracts
Samples: Tender and Support Agreement (Trecora Resources), Tender and Support Agreement, Tender and Support Agreement (Dover Motorsports Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders each Stockholder that:
Appears in 7 contracts
Samples: Tender and Support Agreement (Goodrich Petroleum Corp), Tender and Support Agreement (Goodrich Petroleum Corp), Tender and Support Agreement (Goodrich Petroleum Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Stockholders Stockholder, jointly and severally, that:
Appears in 7 contracts
Samples: Tender and Support Agreement (Science 37 Holdings, Inc.), Tender and Support Agreement (Science 37 Holdings, Inc.), Tender and Support Agreement (Science 37 Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Stockholders Stockholders, jointly and severally, and the Company that:
Appears in 6 contracts
Samples: Tender and Support Agreement, Tender and Support Agreement (Southwall Technologies Inc /De/), Tender and Support Agreement (Solutia Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Stockholders thatStockholder as follows:
Appears in 6 contracts
Samples: Voting Agreement (Somera Communications Inc), Voting Agreement (Warburg Pincus Private Equity IX, L.P.), Voting Agreement (Warburg Pincus Private Equity IX, L.P.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company Stockholders thatas follows:
Appears in 6 contracts
Samples: Tender and Voting Agreement (WL Ross Group, L.P.), Tender and Voting Agreement (Arch Coal Inc), Tender and Voting Agreement (International Coal Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Stockholders Shareholders, jointly and severally, that:
Appears in 6 contracts
Samples: Tender and Support Agreement (Oepx, LLC), Tender and Support Agreement (X Rite Inc), Tender and Support Agreement (X Rite Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Stockholders Shareholders that:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (K Tron International Inc), Agreement and Plan of Merger (K Tron International Inc), Agreement and Plan of Merger (Hillenbrand, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders thatStockholder:
Appears in 5 contracts
Samples: Tender and Support Agreement (Innoviva, Inc.), Tender and Support Agreement (Innoviva, Inc.), Tender and Support Agreement (Cogentix Medical Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders Stockholder that:
Appears in 5 contracts
Samples: Tender Support Agreement (MGC DIAGNOSTICS Corp), Support Agreement (MGC Parent LLC), Tender Support Agreement (Span America Medical Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Stockholders thateach Stockholder as follows:
Appears in 4 contracts
Samples: Voting and Support Agreement (Acer Therapeutics Inc.), Voting and Support Agreement (Zevra Therapeutics, Inc.), Tender and Support Agreement (Synacor, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders thatas follows:
Appears in 4 contracts
Samples: Voting and Support Agreement (Heritage-Crystal Clean, Inc.), Voting and Support Agreement (Global Payments Inc), Voting and Support Agreement (Global Payments Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Stockholders thatas follows:
Appears in 4 contracts
Samples: Voting Agreement (Berkeley Lights, Inc.), Voting Agreement (IsoPlexis Corp), Tender and Stockholder Support Agreement (Delia S Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Stockholders thatas follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Siebel Systems Inc), Agreement and Plan of Merger and Reorganization (Rogue Wave Software Inc /Or/), Agreement and Plan of Merger and Reorganization (Documentum Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Xxxxxx Sub represent and warrant to the Stockholders Stockholder that:
Appears in 3 contracts
Samples: Support Agreement (Benefitfocus, Inc.), Support Agreement (Voya Financial, Inc.), Support Agreement (Voya Financial, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Stockholders that:
Appears in 3 contracts
Samples: Tender and Support Agreement (Zeff Capital, LP), Tender and Support Agreement (TSR Inc), Tender and Support Agreement (TSR Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders Stockholder that:
Appears in 3 contracts
Samples: Voting Agreement (TriVascular Technologies, Inc.), Voting Agreement (Endologix Inc /De/), Support Agreement (Idenix Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Stockholders thatStockholder as follows:
Appears in 3 contracts
Samples: Stockholder Agreement (Fil Acquisition Corp), Stockholder Agreement (Fil Acquisition Corp), Stockholder Agreement (Fil Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Stockholders thatas follows:
Appears in 2 contracts
Samples: Voting Agreement (Somera Communications Inc), Voting Agreement (Warburg Pincus Private Equity IX, L.P.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Stockholders thatas follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adam Inc), Agreement and Plan of Merger (Adam Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Stockholders Stockholder that:
Appears in 2 contracts
Samples: Tender Support Agreement (Mitel Networks Corp), Tender Support Agreement (ShoreTel Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Stockholders Shareholder that:
Appears in 2 contracts
Samples: Voting Agreement (Silverleaf Resorts Inc), Voting Agreement (Silverleaf Resorts Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders Shareholders that:
Appears in 2 contracts
Samples: Tender and Support Agreement (Bsquare Corp /Wa), Tender and Support Agreement (Computer Task Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub Sub, jointly and several, represent and warrant to the Stockholders thatStockholder as to itself as follows:
Appears in 2 contracts
Samples: Support Agreement (Wegman Toby), Support Agreement (Endo International PLC)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each represents and warrant warrants to the Stockholders thatStockholder as follows:
Appears in 2 contracts
Samples: Support Agreement (General Electric Capital Corp), Execution Copy (Publicis Groupe Sa)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders thatSelling Stockholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders thatCompany, to and for the benefit of the Stockholder Indemnitees, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, jointly and severally, to the Company and the Voting Stockholders that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hanger Orthopedic Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Stockholders thatSupporting Shareholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company and the Stockholders that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company and the Stockholders thatas follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Management Network Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Stockholders thatStockholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders thatCompany and each of the Equity Holders, including but not limited to the Designated Shareholders as follows:
Appears in 1 contract
Samples: Employment Agreement (Lightspan Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to each of the Stockholders Shareholders that:
Appears in 1 contract
Samples: Voting and Support Agreement (Uqm Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders that:and Xxxxxx as follows: 4.1
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Stockholders Stockholder that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally hereby represent and warrant to the Company and the Preferred Stockholders thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders Shareholders that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to each Stockholder and to the Stockholders Fund that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to each of the Stockholders thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders Shareholders that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company and the Controlling Stockholders thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders thatCompany and the Stockholder Representative, in her capacity as representative of the Stockholders, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Stockholders thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Stockholders each Stockholder that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, jointly and severally, to the Stockholders thateach Stockholder as follows:
Appears in 1 contract
Samples: Voting Agreement (Penton Media Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Stockholders that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Principal Stockholders thatas follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Women Com Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Stockholders thatStockholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to each of the Stockholders thatas follows:
Appears in 1 contract
Samples: Voting Agreement (Geo Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders thatStockholder as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Industrial Corp /De/)
