Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent as follows:
Appears in 5 contracts
Samples: Voting and Stock Option Agreement (Minnesota Mining & Manufacturing Co), Voting Agreement (Sonat Inc), Voting and Stock Option Agreement (Robinson Nugent Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, severally but not jointly, makes the following representations and not jointly represents and warrants warranties to Parent as followsthe Parent:
Appears in 5 contracts
Samples: Registration Rights Agreement (Global Crossing Holdings LTD), Registration Rights Agreement (Global Crossing LTD), Registration Rights Agreement (Global Crossing LTD)
Representations and Warranties of the Stockholders. Each Stockholder, as to such Stockholder hereby severally and not jointly only, represents and warrants to Parent as follows:
Appears in 5 contracts
Samples: Company Stockholder Voting Agreement (Snyder Communications Inc), Company Stockholder Voting Agreement (Zuckerman Mortimer B), Company Stockholder Voting Agreement (Westwood One Inc /De/)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and Purchaser, severally, as follows:
Appears in 4 contracts
Samples: Securities Purchase and Tender Agreement (Gulfside Supply, Inc.), Securities Purchase and Tender Agreement (Tda Industries Inc), Securities Purchase and Tender Agreement (Helzer James E)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and the Purchaser as follows:
Appears in 4 contracts
Samples: Tender and Voting Agreement (JPF Acquisition Corp), Tender and Voting Agreement (Jevic Transportation Inc), Tender and Voting Agreement (Yellow Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and Sub, severally and not jointly, as follows:
Appears in 4 contracts
Samples: Stockholders Agreement (Netratings Inc), Stockholders Agreement (Netratings Inc), Stockholders Agreement (Netratings Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants severally and not jointly represents and warrants to Parent as follows:
Appears in 4 contracts
Samples: Voting Agreement (Kellogg Peter R), Voting Agreement (Mai Holdings, Inc.), Voting Agreement (Emdeon Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and but not jointly represents and warrants to Parent and Purchaser as follows:
Appears in 4 contracts
Samples: Tender and Support Agreement (Teva Pharmaceutical Industries LTD), Tender and Support Agreement (Kenexa Corp), Tender and Support Agreement (Kenexa Corp)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby severally and not jointly represents and warrants to Parent as followsthat:
Appears in 4 contracts
Samples: Support Agreement (Lantheus Holdings, Inc.), Voting Agreement (Marcato Capital Management Lp), Voting Agreement (Marvel Entertainment, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly covenants, represents and warrants to Parent Parent, severally and not jointly, and solely as to itself and its Common Shares, as follows:
Appears in 4 contracts
Samples: Contemplated by Voting Agreement (Constant Contact, Inc.), Contemplated by Voting Agreement (Endurance International Group Holdings, Inc.), Agreement and Plan of Merger (Endurance International Group Holdings, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby hereby, severally and not jointly jointly, represents and warrants to Parent and the Purchaser as follows:
Appears in 4 contracts
Samples: Acquisition Agreement and Plan of Merger (Brite Voice Systems Inc), Acquisition Agreement and Plan of Merger (Intervoice Inc), Stockholders' Agreement (Brite Voice Systems Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and the Company as follows:
Appears in 3 contracts
Samples: Support Agreement (HireRight Holdings Corp), Support Agreement (HireRight Holdings Corp), Support Agreement (EngageSmart, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and Holdings as follows:
Appears in 3 contracts
Samples: Rollover Agreement (Fuller Max L), Rollover Agreement (Knight-Swift Transportation Holdings Inc.), Rollover Agreement (Us Xpress Enterprises Inc)
Representations and Warranties of the Stockholders. Each -------------------------------------------------- Stockholder hereby severally and not jointly represents and warrants to Parent as follows:
Appears in 3 contracts
Samples: Stockholders Agreement (Hain Food Group Inc), Stockholders Agreement (Hain Food Group Inc), Stockholders Agreement (Royal Ahold)
Representations and Warranties of the Stockholders. Each Stockholder The Stockholders hereby severally (and not jointly represents jointly) represent and warrants warrant to Parent as follows:
Appears in 3 contracts
Samples: Voting Agreement (Prime Hospitality Corp), Voting Agreement (United Capital Corp /De/), Voting Agreement (BREP IV Hotels Holding L.L.C.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants as to only itself, himself or herself (severally and not jointly represents and warrants jointly) to Parent as follows:
Appears in 3 contracts
Samples: Support Agreement (Emagin Corp), Support Agreement (Veeco Instruments Inc), Support Agreement (Ultratech Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent Parent, Managing Member, Holdings and Purchaser as follows:
Appears in 3 contracts
Samples: Contribution Agreement, Contribution Agreement (Blush Acquisition Corp), Contribution Agreement (Bare Escentuals Inc)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, jointly and severally as to itself and each other Stockholder, hereby severally and not jointly represents and warrants to Parent as follows:
Appears in 3 contracts
Samples: Voting Agreement (Graham Packaging Co Inc.), Voting Agreement (Silgan Holdings Inc), Voting Agreement (Graham Packaging Co Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, severally and not jointly jointly, hereby represents and warrants to Parent as followsthe Parent, and each other Stockholder that on the date hereof:
Appears in 3 contracts
Samples: Joinder Agreement (TransUnion), Major Stockholders’ Agreement (TransUnion), Major Stockholders’ Agreement (TransUnion Holding Company, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby hereby, severally and not jointly jointly, represents and warrants to Parent as followsthat:
Appears in 3 contracts
Samples: Voting Agreement (McAfee, Inc.), Voting Agreement (Secure Computing Corp), Voting Agreement (Warburg Pincus Private Equity IX, L.P.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and Company as follows:
Appears in 2 contracts
Samples: Voting Agreement (National Health Realty Inc), Voting Agreement (National Healthcare Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby hereby, severally and not jointly jointly, represents and warrants to Parent and Purchaser as follows:
Appears in 2 contracts
Samples: Stockholder Agreement (Gec Acquisition Corp), Stockholder Agreement (Tracor Inc /De)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly covenants, represents and warrants to Parent Parent, severally and not jointly, and solely as to itself and its Shares, as follows:
Appears in 2 contracts
Samples: Voting Agreement (Power One Inc), Voting Agreement (Silver Lake Sumeru Fund LP)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent Parent, jointly and severally, as follows:
Appears in 2 contracts
Samples: Voting Agreement (William Lyon Homes), Voting Agreement (Taylor Morrison Home Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and Purchaser as follows:
Appears in 2 contracts
Samples: Tender and Support Agreement (Cti Biopharma Corp), Tender and Support Agreement (Cti Biopharma Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and Sub as follows:
Appears in 2 contracts
Samples: Stock Tender Agreement (Ascential Software Corp), Stock Tender Agreement (Mercator Software Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, severally and not jointly jointly, represents and warrants to Parent and Subsidiary, as of the date hereof, as follows:
Appears in 2 contracts
Samples: Tender and Voting Agreement (Lunt Katherine B), Tender and Voting Agreement (Hunt Corp)
Representations and Warranties of the Stockholders. Each Stockholder on such Stockholder’s own behalf hereby severally severally, and not jointly jointly, represents and warrants to Parent as follows:
Appears in 2 contracts
Samples: Voting Agreement (Bottomline Technologies Inc /De/), Voting Agreement (Optio Software Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and Purchaser, severally and not jointly, and solely as to itself and its Covered Shares, as follows:
Appears in 2 contracts
Samples: Tender and Stockholder Support Agreement (Glaxosmithkline PLC), Tender and Stockholder Support Agreement (Sirtris Pharmaceuticals, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to the Purchaser and the Parent as follows:
Appears in 2 contracts
Samples: Stockholder Tender Agreement (Sears Roebuck & Co), Stockholder Tender Agreement (Maxserv Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to the Company and Parent as follows:
Appears in 2 contracts
Samples: Voting Agreement (INC Research Holdings, Inc.), Voting Agreement (INC Research Holdings, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, severally and not jointly jointly, represents and warrants to Parent as follows:
Appears in 2 contracts
Samples: Voting Agreement (Iomai Corp), Voting Agreement (E-Z-Em, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent (only as to such Stockholder and not any other Stockholder) as follows:
Appears in 2 contracts
Samples: Voting Agreement (SMTC Corp), Voting Agreement (Virtusa Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby (severally as to itself and not jointly jointly) hereby represents and warrants to Parent as follows:
Appears in 2 contracts
Samples: Voting Agreement, Voting Agreement (TPG Group Holdings (SBS) Advisors, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder, solely with respect to such Stockholder hereby and severally and not jointly jointly, hereby represents and warrants to Parent as follows:
Appears in 2 contracts
Samples: Voting Agreement (Restaurant Brands International Limited Partnership), Voting Agreement (Carrols Restaurant Group, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby severally and not jointly represents and warrants to Parent and Acquisition as follows:
Appears in 2 contracts
Samples: Voting Agreement (Tc Group LLC), Voting Agreement (Jw Childs Equity Partners Ii Lp)
Representations and Warranties of the Stockholders. Each Stockholder The Stockholders hereby jointly and severally represent and not jointly represents and warrants warrant to Parent and Sub as follows:
Appears in 2 contracts
Samples: Stockholder Agreement (Johnson & Johnson), Stockholder Agreement (Corange LTD)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent Parent, solely as to such Stockholder, as follows:
Appears in 2 contracts
Samples: Tender and Voting Agreement (Healthtronics, Inc.), Tender and Voting Agreement (Endocare Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants (severally and not jointly represents and warrants and) solely as to itself to Parent as follows:
Appears in 2 contracts
Samples: Voting Agreement (McAfee Corp.), Voting Agreement (McAfee Corp.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and Purchaser, severally and not jointly, and solely as to itself and its Shares, as follows:
Appears in 2 contracts
Samples: Tender and Stockholder Support Agreement (Hewlett Packard Co), Tender and Stockholder Support Agreement (Opsware Inc)
Representations and Warranties of the Stockholders. Each --------------------------------------------------- Stockholder hereby hereby, severally and not jointly jointly, represents and warrants to Parent and Sub as follows:
Appears in 2 contracts
Samples: Stockholder Agreement (Bird Corp), Execution Copy (Bi Expansion Ii Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby -------------------------------------------------- hereby, severally and not jointly represents jointly, represents, warrants and warrants covenants to Parent and Purchaser as follows:
Appears in 2 contracts
Samples: Stockholder Agreement (Select Medical of Mechanicsburg Inc), Stockholder Agreement (Intensiva Healthcare Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants (severally and not jointly represents jointly) and warrants solely as to itself, to Parent as follows:
Appears in 2 contracts
Samples: Voting Agreement (Minnich Michael), Voting Agreement (CVS HEALTH Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly represents jointly, to Parent and warrants to U.S. Parent as follows:
Appears in 2 contracts
Samples: Stockholders Agreement (Stanley, Inc.), Stockholders Agreement (Cgi Group Inc)
Representations and Warranties of the Stockholders. Each -------------------------------------------------- Stockholder hereby severally and not jointly represents and warrants to Parent and the Purchaser, severally and not jointly, as follows:
Appears in 2 contracts
Samples: Stockholder Agreement (Cendant Corp), Stockholder Agreement (Cheap Tickets Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally of the Stockholders hereby, severally, and not jointly , with respect to itself only , represents and warrants to Parent and Purchaser as follows:
Appears in 1 contract
Samples: Support Agreement (Jab Beech Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby The Stockholders hereby, severally and not jointly represents jointly, represent and warrants warrant to Parent as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby severally The Stockholders, jointly and not jointly represents severally, represent and warrants warrant to the Parent as follows:
Appears in 1 contract
Samples: Stockholders' Voting Agreement (Jenny Craig Inc/De)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants warrants, severally but not jointly, to Parent parent as follows:
Appears in 1 contract
Samples: Voting Agreement (Electronic Data Systems Corp /De/)
Representations and Warranties of the Stockholders. Each Stockholder, solely with respect to such Stockholder hereby and severally and not jointly with respect to any other Stockholder, hereby represents and warrants to Parent and Sub as follows:
Appears in 1 contract
Samples: Voting Agreement (HashiCorp, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and but not jointly represents represents, warrants and warrants covenants to Parent and Purchaser as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby severally and not jointly represents and warrants to Parent and Subsidiary, severally and not jointly, as follows:
Appears in 1 contract
Samples: Stockholders Agreement (Inveresk Research Group LTD)
Representations and Warranties of the Stockholders. Each Stockholder (only as to itself) hereby severally and but not jointly represents and warrants to Parent and Purchaser as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder of the -------------------------------------------------- Stockholders hereby severally and not jointly represents and warrants to Parent and Acquisition as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder on his or her own behalf hereby severally and not jointly represents and warrants to Parent with respect to such Stockholder and such Stockholder’s ownership of the Shares as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby severally of the Stockholders hereby, severally, and not jointly jointly, with respect to itself only, represents and warrants to Parent and Purchaser as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, as to itself (severally and not jointly jointly), hereby represents and warrants to Parent as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, severally and not jointly jointly, represents and warrants to Parent as to itself as follows:
Appears in 1 contract
Samples: Voting and Support Agreement (SilverSun Technologies, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to the Company and Parent as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each -------------------------------------------------- Stockholder hereby hereby, severally and not jointly jointly, represents and warrants to Parent and Sub as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby severally The Stockholders, jointly and not jointly represents severally, represent and warrants warrant to Parent and Sub as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby severally (and not jointly jointly) represents and warrants to the Parent with respect to itself, as follows:.
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby The Stockholders, severally and not jointly represents jointly, hereby make the following representations and warrants warranties to Parent as followsthe Purchaser:
Appears in 1 contract
Samples: Securities Purchase Agreement (Kingtone Wirelessinfo Solution Holding LTD)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally The Stockholders --------------------------------------------------- represent and not jointly represents and warrants warrant to Parent and Acquisition Sub, jointly and severally, as follows:
Appears in 1 contract
Samples: Alloy Online Inc
Representations and Warranties of the Stockholders. Each Stockholder -------------------------------------------------- hereby severally and not jointly represents and warrants warrants, severally but not jointly, to Parent as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and Sub as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each -------------------------------------------------- Stockholder, as to such Stockholder hereby severally and not jointly only, represents and warrants to Parent as follows:
Appears in 1 contract
Samples: Voting Agreement (Teleport Communications Group Inc)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby severally (and not jointly jointly) represents and warrants to the Parent with respect to itself, as follows:
Appears in 1 contract
Samples: Share Exchange Agreement (Intra Asia Entertainment Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to the Parent and the Purchaser, severally, as follows:
Appears in 1 contract
Samples: Voting Agreement and Irrevocable Proxy (Mobius Management Systems Inc)
Representations and Warranties of the Stockholders. Each Stockholder on his or her own behalf hereby severally and not jointly represents and warrants to Parent with respect to such Stockholder and such Stockholder's ownership of the Shares as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally but not jointly, hereby severally and not jointly represents and warrants to Parent and Sub with respect to such Stockholder as follows:
Appears in 1 contract
Samples: Stockholders' Agreement (Pediatrix Medical Group Inc)
Representations and Warranties of the Stockholders. Each The Stockholder hereby severally and not jointly represents and warrants to each of the Company and Parent as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder The Stockholders hereby jointly and severally represent and not jointly represents and warrants warrant to Parent as followsthat:
Appears in 1 contract
Samples: Voting and Support Agreement (Moneygram International Inc)
Representations and Warranties of the Stockholders. Each Stockholder The Stockholders hereby severally represent and not jointly represents and warrants warrant to Parent and the Purchaser as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, severally and not jointly jointly, hereby represents and warrants to Parent and the Company as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby severally and not jointly represents and warrants to Parent and Purchaser as follows:
Appears in 1 contract
Samples: Tender and Support Agreement (Swedish Orphan Biovitrum AB (Publ))
