Alleghany Representations Sample Clauses

Alleghany Representations. Solely for ------------------------- purposes of permitting each of the Shareholders to determine the income Tax consequences to them of the Merger, Alleghany represents to the Shareholders that: (i) At the Effective Time, Alleghany will have no plan or intention to reacquire any of the Alleghany Shares issued in the Merger to the Shareholders. (ii) Following the Merger, the Surviving Corporation will continue the historic business of the Company or use a significant portion of the Company's historic business assets in a business (as contemplated by Treas. Reg. Section 1.368-1(d)). (iii) Immediately prior to the Merger, Alleghany will be in control of Newco (within the meaning of Section 368(c) of the Code). (iv) Immediately following the Merger, the Surviving Corporation will not issue additional shares of its stock that would result in Alleghany losing control of the Surviving Corporation (within the meaning of Section 368(c) of the Code). -50-
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Related to Alleghany Representations

  • Company Representations The Company represents and warrants to the Purchaser that:

  • Company Representation Company represents and warrants that it has no obligation which would prohibit it from entering into this Agreement or complying with its provisions and that it has the authority to enter into this Agreement.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Lender as of the date hereof and as of the Closing Date that, except as otherwise provided in the Disclosure Letter hereto or in the Company's SEC Documents:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Your Representations You represent to the Company that you have read and fully understand this Agreement and the Plan and that your decision to participate in the Plan is completely voluntary. You also acknowledge that you are relying solely on your own advisors regarding the tax consequences of the Award. By signing below, you are agreeing that your electronic signature is the legal equivalent of a manual signature on this Agreement and you are agreeing to all of the terms of this Agreement, as of the Grant Date. Participant signature:

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Accuracy of the Company’s Representations and Warranties Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.

  • The Company’s Representations and Warranties (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

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