REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to Parent and Purchaser as to itself, severally and not jointly, that:
Appears in 6 contracts
Samples: Tender and Support Agreement (Costa Brava Partnership III LP), Tender and Support Agreement (Ramius LLC), Tender and Support Agreement (Microsemi Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 5 contracts
Samples: Sponsor Support Agreement, Sponsor Support Agreement (Univar Inc.), Shareholder Support and Voting Agreement (Scorpio Tankers Inc.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to Parent and Purchaser Acquisition, as to itself, severally and not jointly, thatas follows, knowing and intending that each of Parent and Acquisition is relying hereon in entering into the transactions contemplated hereby:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Bisys Group Inc), Agreement and Plan of Merger (Bisys Group Inc), Agreement and Plan of Merger (Bisys Group Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents The Shareholders hereby represent and warrants warrant to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 5 contracts
Samples: Voting Agreement (Medplus Inc /Oh/), Voting Agreement (Medplus Inc /Oh/), Voting Agreement (Medplus Inc /Oh/)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to Parent and Purchaser Merger Subsidiary as to itself, severally and not jointly, that:
Appears in 4 contracts
Samples: Tender and Support Agreement (Stellent Inc), Tender and Support Agreement (Oracle Corp), Tender and Support Agreement (Packeteer Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to Parent and Purchaser Merger Sub as to itselfsuch Shareholder, severally and not jointly, that:
Appears in 4 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 THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to Parent and Purchaser Sub as to itself, severally and not jointly, thatfollows:
Appears in 4 contracts
Samples: Support Agreement, Agreement and Plan of Merger (CDW Corp), Support Agreement (Madison Dearborn Partners LLC)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder severally represents and warrants to Parent and Purchaser as to itself, severally and not jointly, that:
Appears in 4 contracts
Samples: Agreement of Merger (Xenith Bankshares, Inc.), Voting Agreement (Xenith Bankshares, Inc.), Voting Agreement (Mercantile Bankshares Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder of the Shareholders hereby represents and warrants to Parent and Purchaser as to itselfwarrants, severally and not jointly, thatto Parent as follows:
Appears in 3 contracts
Samples: Voting Agreement (Voyager Net Inc), Agreement and Plan of Merger (Corecomm LTD), Voting and Non Competition Agreement (Res Care Inc /Ky/)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder of the Shareholders hereby severally represents and warrants to Parent and Purchaser Purchaser, in each case as to itselfhimself only, severally and not jointly, thatas follows:
Appears in 3 contracts
Samples: Voting and Tender Agreement (Automatic Data Processing Inc), Voting and Tender Agreement (Automatic Data Processing Inc), Voting and Tender Agreement (Cunningham Graphics International Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder Shareholder, severally but not jointly, hereby represents and warrants to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 3 contracts
Samples: Shareholders Agreement (Minnesota Mining & Manufacturing Co), Shareholders Agreement (Minnesota Mining & Manufacturing Co), Shareholders Agreement (Thomson Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents The Shareholders hereby represent and warrants warrant, jointly and severally, to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 3 contracts
Samples: Shareholder Tender and Voting Agreement (Paravant Inc), Tender and Voting Agreement (DRS Technologies Inc), Shareholder Tender and Voting Agreement (Paravant Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Software Spectrum Inc), Voting Agreement (Software Spectrum Inc), Voting Agreement (Level 3 Communications Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents and warrants to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 3 contracts
Samples: Voting Agreement (Evans Hugh D), Voting Agreement (Anaren Inc), Voting Agreement (Anaren Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to Parent and Purchaser as to itselfhereby, severally and not jointly, thatrepresents and warrants to Parent as follows:
Appears in 2 contracts
Samples: Support Agreement (Unitedhealth Group Inc), Shareholders Agreement (Moore Benjamin & Co)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants warrants, on his or its own account with respect to the Subject Shares, to Parent and Purchaser Sub as to himself or itself, severally and not jointly, that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diplomat Pharmacy, Inc.), Tender and Support Agreement (Diplomat Pharmacy, Inc.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder severally represents and warrants to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 2 contracts
Samples: Stock Voting Agreement (Envoy Corp /Tn/), Stock Voting Agreement (General Atlantic Partners LLC)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby severally and not jointly represents and warrants to Parent and Purchaser Merger Sub as to itselfhimself, severally and not jointly, thatherself or itself as follows:
Appears in 2 contracts
Samples: Voting Agreement (Ict Group Inc), Voting Agreement (Sykes Enterprises Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants warrants, on its own account with respect to the Subject Shares, to Parent and Purchaser as to itself, severally and not jointly, that:
Appears in 2 contracts
Samples: Tender and Support Agreement (Duravant LLC), Tender and Support Agreement
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to Parent and the Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 2 contracts
Samples: Shareholders Agreement (Immucor Inc), Shareholders Agreement (Gamma Biologicals Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents The Shareholders jointly and warrants severally represent and warrant to the Buyer and the Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 2 contracts
Samples: Stock Purchase Agreement (MTC Technologies Inc), Stock Purchase Agreement (MTC Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents The Shareholders hereby represent and warrants warrant jointly and severally to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 2 contracts
Samples: Voting Agreement (Tivoli Industries Inc), Voting Agreement (Targetti Sankey Spa)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder severally represents and warrants to the Buyer and the Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 2 contracts
Samples: Merger Agreement (Four Oaks Fincorp Inc), Stock Voting Agreement (Four Oaks Fincorp Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants warrants, on its own account with respect to such Shareholder’s Subject Shares, to Parent and Purchaser Buyer as to itself, severally and not jointlysuch Shareholder on a several basis, that:
Appears in 2 contracts
Samples: Tender and Support Agreement (Thermo Fisher Scientific Inc.), Tender and Support Agreement (Olink Holding AB (Publ))
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to Parent and Purchaser Sub as to itself, severally and not jointly, thatfollows:
Appears in 2 contracts
Samples: Voting Agreement and Irrevocable Proxy (Visual Data Corp), Voting Agreement (Visual Data Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder severally represents and warrants to Parent and Purchaser Acquisition Sub as to itself, severally and not jointly, thatfollows:
Appears in 2 contracts
Samples: Agreement and Plan (Berry Plastics Corp), Agreement and Plan (BPC Holding Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to Parent and Purchaser Merger Sub as to itselfsuch Shareholder, severally jointly and not jointlyseverally, that:
Appears in 2 contracts
Samples: Tender and Support Agreement (Zymogenetics Inc), Tender and Support Agreement (Warburg Pincus LLC)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder individually represents and warrants to Parent and Purchaser Sub, as to itself, severally and not jointly, that:
Appears in 2 contracts
Samples: Tender and Voting Agreement (Western Digital Corp), Tender and Voting Agreement (Komag Inc /De/)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to Buyer and Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 1 contract
Samples: Minority Shareholder Purchase Agreement (Quiksilver Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to the Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 1 contract
Samples: Voting and Support Agreement (Frazier Meredith D Mell)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby severally (and not jointly with any other Shareholder) represents and warrants to the Purchaser and Parent and Purchaser as to itself, severally and not jointly, such Shareholder’s own affairs that:
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Renovare Environmental, Inc.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder of the Shareholders, severally, and not jointly, represents and warrants to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 1 contract
Samples: Stock Purchase Agreement (United National Group LTD)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to Parent and Purchaser Merger Sub as to itself, himself or herself, severally and not jointly, thatas follows:
Appears in 1 contract
Samples: Tender and Support Agreement (Caucuscom Mergerco Corp.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder Shareholder, severally with respect to himself and not jointly, represents and warrants to Parent and Purchaser as to itselffollows (collectively as set forth in this Article III, severally and not jointly, that:the “Shareholder Fundamental Representations”):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents The Shareholders, and warrants each of them, hereby represent and warrant to Parent and Purchaser as to itself, severally and not jointly, Acquiror that:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (AirRover Wi-Fi Corp.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents The Shareholders, jointly and warrants severally, hereby represent and warrant to the Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents The Shareholders, jointly and warrants severally, hereby represent and warrant to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to Parent and Purchaser as to itselfShareholder, severally and not jointly, thatrepresents and warrants to Parent, with respect to himself and his ownership of Seller Common Stock, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder Shareholder, severally with respect to himself and not jointly, represents and warrants to Parent and Purchaser as to itselffollows (collectively as set forth in this Article III, severally and not jointly, that:the “Shareholder Fundamental Representations”): 3.1
Appears in 1 contract
Samples: Agreement and Plan of Merger
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents of the Shareholders, jointly and warrants severally, represent and warrant to the Parent and Purchaser to the ANS Acquisition Sub as to itself, severally and not jointly, thatfollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to Parent and Purchaser to Acquisition Sub as to itself, severally and not jointly, thatfollows:
Appears in 1 contract
Samples: Tender and Voting Agreement (Sungard Data Systems Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to the Parent and Purchaser as to itself, severally and not jointly, that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder of the Shareholders hereby severally represents and warrants to Parent and Purchaser Purchaser, in each case as to itselfhimself or herself only, severally and not jointly, thatas follows:
Appears in 1 contract
Samples: Voting and Tender Agreement (Aramex International LTD)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants with respect to it and its ownership of Covered Shares only, to Parent and Purchaser the Company as to itself, severally and not jointly, thatfollows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants to the Parent and Purchaser Entities, as to his, her or itself, severally and not jointly, that:
Appears in 1 contract
Samples: Voting Agreement (PENTAIR PLC)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder represents and warrants warrants, on its own account with respect to such Shareholder’s Subject Shares, to Parent and Purchaser Merger Sub as to itself, severally and not jointlysuch Shareholder on a several basis, that:
Appears in 1 contract
Samples: Tender and Support Agreement (Computer Task Group Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants warrants, on a several but not joint basis, to Parent and Purchaser as to itself, severally and not jointly, thatfollows:
Appears in 1 contract
Samples: Voting Agreement (Peco Ii Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder of the Shareholders represents and warrants severally (as to himself or herself and not as to any other Shareholder) to the Parent and Purchaser the Sub as to itself, severally and not jointly, thatfollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Providence Service Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby severally but not jointly represents and warrants to Parent and Purchaser to Acquisition Sub as to itself, severally and not jointly, thatsuch Shareholder as follows:
Appears in 1 contract
Samples: Tender and Voting Agreement (Sungard Data Systems Inc)
