Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as follows:
Appears in 68 contracts
Samples: Voting and Support Agreement (Mirati Therapeutics, Inc.), Voting and Support Agreement (Mirati Therapeutics, Inc.), Voting and Support Agreement (New Relic, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as follows:
Appears in 21 contracts
Samples: Stockholders’ Agreement (Gentiva Health Services Inc), Voting Agreement (Bidz.com, Inc.), Voting Agreement (Bidz.com, Inc.)
Representations and Warranties of the Stockholders. Each The Stockholder hereby represents and warrants to Parent as follows:
Appears in 16 contracts
Samples: Support Agreement (BTP Acquisition Company, LLC), Voting Agreement (Slaight Communications Inc.), Voting Agreement (Image Entertainment Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and Purchaser as follows:
Appears in 14 contracts
Samples: Voting Agreement (Landacorp Inc), Support and Exchange Agreement (D&b Acquisition Sub Inc), Tender and Voting Agreement (Symbol Technologies Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and Purchaser, severally and not jointly, as follows:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Boston Communications Group Inc), Document Stockholders Agreement (Yahoo Inc), Document Stockholders Agreement (Yahoo Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally represents and warrants to Parent as follows:
Appears in 10 contracts
Samples: Voting and Support Agreement (ZAGG Inc), Stockholders Agreement (Teva Pharmaceutical Industries LTD), Stockholders Agreement (Ivax Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as follows:: (a)
Appears in 10 contracts
Samples: Tender Agreement Agreement (Logica PLC / Eng), Tender Agreement Agreement (Logica PLC / Eng), Tender Agreement Agreement (Carnegie Group Inc)
Representations and Warranties of the Stockholders. Each Stockholder The Stockholders hereby represents represent and warrants warrant, jointly and severally, to Parent as follows:
Appears in 10 contracts
Samples: Voting Agreement (Cpi International, Inc.), Voting Agreement (Cpi International, Inc.), Voting and Standstill Agreement (Comtech Telecommunications Corp /De/)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally and not jointly, hereby represents and warrants to Parent as follows:
Appears in 10 contracts
Samples: Voting and Support Agreement (Misonix Inc), Voting and Support Agreement (Bioventus Inc.), Tender and Support Agreement (Crystal Rock Holdings, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and the Purchaser as followsto such Stockholder on a several basis, that:
Appears in 8 contracts
Samples: Tender and Support Agreement (Aerohive Networks, Inc), Agreement and Plan of Merger (GigPeak, Inc.), Tender and Support Agreement (Integrated Device Technology Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants warrants, jointly and severally, to Parent as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Voting Agreement (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as followsthat:
Appears in 7 contracts
Samples: Voting and Support Agreement (Vista Equity Partners Fund VI, L.P.), Voting and Support Agreement (Blackstone Holdings III L.P.), Voting Agreement (SRS Labs Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and Purchaser as followsto itself, severally and not jointly, that:
Appears in 6 contracts
Samples: Tender and Support Agreement (Trimeris Inc), Tender and Support Agreement (Arigene Co., Ltd.), Tender and Support Agreement (Wind River Systems Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent Parent, severally and not jointly, and solely as to itself and its Shares, as follows:
Appears in 6 contracts
Samples: Support Agreement (Chindex International Inc), Support Agreement (Chindex International Inc), Support Agreement (Lipson Roberta)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, jointly and severally, hereby represents and warrants to Parent and Purchaser as follows:
Appears in 6 contracts
Samples: Stockholder Agreement (Pec Solutions Inc), Stockholder Agreement (Pec Solutions Inc), Stockholder Agreement (Nortel Networks Inc.)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, as to itself only, hereby represents and warrants to Parent as follows:
Appears in 6 contracts
Samples: Voting Agreement (Edgen Group Inc.), Voting Agreement (Akorn Inc), Voting Agreement (Hi Tech Pharmacal Co Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent Parent, severally and not jointly, as followsset forth below:
Appears in 6 contracts
Samples: Stockholders’ Agreement (Safenet Inc), Stockholders Agreement (Openwave Systems Inc), Stockholders’ Agreement (Safenet Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally represents and warrants to Parent and Purchaser as follows:
Appears in 5 contracts
Samples: Stockholders Support Agreement (Bare Escentuals Inc), Stockholders Agreement (Elite Information Group Inc), Stockholders Support Agreement (Elite Information Group Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent Parent, severally and not jointly, as follows:
Appears in 5 contracts
Samples: Voting and Support Agreement, Voting and Support Agreement (Wesco Aircraft Holdings, Inc), Voting and Support Agreement (Third Point LLC)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as followsthat:
Appears in 5 contracts
Samples: Voting Agreement (Shire Pharmaceuticals Group PLC), Inducement Agreement (Avnet Inc), Inducement Agreement (Kent Electronics Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants individually, and not severally and jointly, to Parent and to Purchaser as follows:
Appears in 4 contracts
Samples: Stockholders Agreement (Bei Medical Systems Co Inc /De/), Stockholders Agreement (Cardiac Pathways Corp), Stockholders Agreement (Bei Medical Systems Co Inc /De/)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent Parent, severally and not jointly, as follows:
Appears in 4 contracts
Samples: Voting Agreement (Borland Software Corp), Voting Agreement (Borland Software Corp), Voting Agreement (Borland Software Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby hereby, severally and not jointly, represents and warrants to Parent as follows:
Appears in 4 contracts
Samples: Indemnification and Escrow Agreement (Lycos Inc), Voting Agreement (Mylan Laboratories Inc), Stockholders Agreement (Mohawk Corp)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally and not jointly, hereby represents and warrants to Parent and to Purchaser in respect of such Stockholder as follows:
Appears in 3 contracts
Samples: Stockholders' Agreement (Microwave Power Devices Inc), Stockholders' Agreement (Ericsson MPD Acquisition Corp), Stockholders Agreement (Hochtief Ag)
Representations and Warranties of the Stockholders. Each Stockholder The Stockholders hereby represents represent and warrants warrant to Parent as follows:
Appears in 3 contracts
Samples: Voting and Tender Agreement (Integrated Health Services Inc), Voting and Tender Agreement (Desai Capital Management Inc /), Support Agreement (Metals Usa Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and Purchaser as follows:
Appears in 3 contracts
Samples: Stockholders’ Agreement (Acxiom Corp), Tender and Voting Agreement (Dmi Furniture Inc), Tender and Voting Agreement (Flexsteel Industries Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and the Company as to itself as follows:
Appears in 3 contracts
Samples: Joinder Agreement (Talos Energy Inc.), Form of Parent Support Agreement (Talos Energy Inc.), Form of Parent Support Agreement (Talos Energy Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as follows:: Section 4.1
Appears in 3 contracts
Samples: Support Agreement (AvantaLion LLC), Support Agreement (Li Nancy), Support Agreement (Wang Charles)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and Sub as follows:
Appears in 3 contracts
Samples: Voting Agreement, Voting Agreement (Abraxis BioScience, Inc.), Voting Agreement (Celgene Corp /De/)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally, but not jointly, represents and warrants to Parent as followsthat:
Appears in 3 contracts
Samples: Stock Option and Tender Agreement (Cobra Golf Inc), Stock Option and Tender Agreement (Cobra Golf Inc), Stock Option and Tender Agreement (American Brands Inc /De/)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby severally represents and warrants to Parent as followsfollows with respect to itself only:
Appears in 3 contracts
Samples: Consent and Support Agreement (Amc Entertainment Inc), Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support Agreement (LCE Mexican Holdings, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants warrants, jointly and severally with the other Stockholder, to Parent as follows:
Appears in 2 contracts
Samples: Voting Agreement (Corvina Holdings LTD), Voting Agreement (Sprint Nextel Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, severally and not jointly, represents and warrants to Purchaser and Parent as followsthat:
Appears in 2 contracts
Samples: Stockholder Agreement (Bayer Corp), Stockholder Agreement (Bayer Corp)
Representations and Warranties of the Stockholders. Each The Stockholder hereby represents and warrants to Parent as followsand Purchaser that:
Appears in 2 contracts
Samples: Form of Exchange Agreement (La Jolla Pharmaceutical Co), Form of Exchange Agreement (Tetraphase Pharmaceuticals Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and Purchaser as to itself, severally and not jointly, as follows:
Appears in 2 contracts
Samples: Tender and Support Agreement (Gsi Group Inc), Tender and Support Agreement (Excel Technology Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, severally and not jointly, represents and warrants to Parent (as to such Stockholder only) as follows:
Appears in 2 contracts
Samples: Support Agreement (Castlewood Holdings LTD), Support Agreement (Enstar Group Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and each other Stockholder as follows:
Appears in 2 contracts
Samples: Escrow Agreement (Endorex Corp), Escrow Agreement (Endorex Corp)
Representations and Warranties of the Stockholders. Each Stockholder The Stockholders, jointly and severally, hereby represents represent and warrants warrant to Parent as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp), Agreement and Plan of Exchange (Group Maintenance America Corp)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, as to itself, hereby severally represents and warrants to Parent as follows:
Appears in 2 contracts
Samples: Agreement (Union Corp), Agreement (Sherman Acquisition Corp)
Representations and Warranties of the Stockholders. Each The Stockholder hereby represents and warrants to Parent as followsthat:
Appears in 2 contracts
Samples: Support Agreement (Ixys Corp /De/), Form of Support Agreement (Zilog Inc)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally but not jointly, hereby represents and warrants to Parent and Purchaser as follows:
Appears in 2 contracts
Samples: Stockholders Agreement (Thomson Corp), Stockholders Agreement (Newsedge Corp)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally but not jointly, hereby represents and warrants to Parent and to Sub as follows:
Appears in 2 contracts
Samples: Stockholder Tender and Voting Agreement (Versata Inc), And Voting Agreement (Trilogy, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby jointly and severally represents and warrants to Parent and to Purchaser as follows:
Appears in 2 contracts
Samples: Stockholders Agreement (Quest Diagnostics Inc), Stockholders Agreement (Unilab Corp /De/)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent Parent, as of the date hereof, as follows:
Appears in 2 contracts
Samples: Company Stockholder Voting Agreement (Snyder's-Lance, Inc.), Voting Agreement (Concur Technologies Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent Parent, severally and not jointly, as follows:
Appears in 2 contracts
Samples: Voting Agreement (Thoma Cressey Equity Partners Inc), Voting Agreement (Simon William E & Sons Private Equity Partners Lp)
Representations and Warranties of the Stockholders. Each Stockholder hereby hereby, jointly and severally, represents and warrants to Parent and Purchaser as follows:
Appears in 2 contracts
Samples: Stockholders Support Agreement (Stantec Inc), Stockholders Support Agreement (Keith Companies Inc)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally and not jointly, hereby represents and warrants to Parent in respect of such Stockholder as follows:
Appears in 2 contracts
Samples: Execution Copy (Greenwich Air Services Inc), Stock Option and Voting Agreement (General Electric Co)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants individually, and not jointly or severally, to Parent and to Purchaser as follows:
Appears in 2 contracts
Samples: Stockholder Agreement (Cardiac Pathways Corp), Stockholder Agreement (Boston Scientific Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally, as to itself only, represents and warrants to Parent as followsthat:
Appears in 2 contracts
Samples: Support Agreement (Alaska Air Group, Inc.), Support Agreement (Virgin America Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent Parent, severally, and not jointly, as followsto itself only as set forth below:
Appears in 2 contracts
Samples: Stockholders Agreement (Sbi & Co), Stockholders Agreement (Lante Corp)
Representations and Warranties of the Stockholders. Each Stockholder The Stockholders hereby represents represent and warrants warrant to Parent Parent, severally and not jointly, as follows:
Appears in 2 contracts
Samples: Voting Agreement (Virologic Inc), Voting Agreement (Virologic Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents The Stockholders represent and warrants warrant to Parent as followsthat:
Appears in 1 contract
Samples: Tender and Support Agreement (Graftech International LTD)
Representations and Warranties of the Stockholders. Each Stockholder The Stockholders hereby represents represent and warrants warrant to Parent and Sub as follows:
Appears in 1 contract
Samples: Stockholder Voting and Option Agreement (Paragon Corporate Holdings Inc)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, on its own behalf, hereby severally represents and warrants to the Parent with respect to itself and its, his or her ownership of the Shares as follows:
Appears in 1 contract
Samples: Stockholder Agreement (Divine Inc)
Representations and Warranties of the Stockholders. Each Stockholder on its own behalf hereby severally (but not jointly) represents and warrants to Parent with respect to itself and its, his or her ownership of the Shares as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants warrants, on a several but not joint basis, to Parent as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder The Stockholders, severally and not jointly, hereby represents represent and warrants warrant to Parent as follows:
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and Federal as follows:
Appears in 1 contract
Samples: Stock Purchase Agreement (Caci International Inc /De/)
Representations and Warranties of the Stockholders. Each The Principal Stockholder hereby represents and warrants to Parent and Purchaser, as follows:
Appears in 1 contract
Samples: Voting and Tender Agreement (Alysis Technologies Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as followsto such Stockholder, severally but not jointly, that:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as to itself only (and not as to any other Stockholder) as follows:
Appears in 1 contract
Samples: Support Agreement (K Swiss Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents The Stockholders jointly and warrants severally represent and warrant to the Parent as followsthat:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, jointly and severally, hereby represents and warrants to Parent as follows:
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, severally and not jointly, represents and warrants to Parent and the Buyer as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby represents and warrants warrants, severally and not jointly, to Parent as follows:
Appears in 1 contract
Samples: Stock Voting Agreement (Resortquest International Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants (solely with respect to itself and with respect to no other Person) to the Parent as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. 3. Each Stockholder Stockholder, severally and not jointly, hereby represents and warrants to Parent as follows:
Appears in 1 contract
Samples: Stockholders Stock Option and Proxy Agreement (Dura Pharmaceuticals Inc/Ca)
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, severally and not jointly, additionally represents and warrants to Parent the Parent, with respect to such Stockholder, as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents The Stockholders jointly and warrants severally represent and warrant to Parent as follows:
Appears in 1 contract
Samples: Consent and Support Agreement (United Surgical Partners International Inc)
Representations and Warranties of the Stockholders. Each The Stockholder hereby represents and warrants to Parent as followsthat:
Appears in 1 contract
Samples: Voting Agreement (Farkas Andrew L)
