REPRESENTATIONS AND WARRANTIES OF EPR Sample Clauses

REPRESENTATIONS AND WARRANTIES OF EPR. EPR represents and warrants that the Board has approved an exemption from the Ownership Limit for the acquisition by Purchaser, including on behalf of certain other funds and client accounts, of Waiver Shares, conditioned upon Purchaser’s representations and undertakings in this Agreement, permitting Purchaser, including on behalf of certain other funds and client accounts, to acquire up to an aggregate of 25% (but not more than 25%), as determined by reference to liquidation value, of the issued and outstanding Series G Preferred Shares.
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REPRESENTATIONS AND WARRANTIES OF EPR. EPR represents and warrants that the Board has approved an exemption from the Ownership Limit for the ownership of Common Shares by the BlackRock Group, conditioned upon Purchaser’s representations and undertakings in this Agreement, permitting the BlackRock Group, on behalf of certain accounts and institutions, to own Common Shares, provided that in no event is the BlackRock Group authorized to hold in the aggregate more than 15% of the issued and outstanding Common Shares.
Sample 1
REPRESENTATIONS AND WARRANTIES OF EPR. EPR represents and warrants that the Board has approved an exemption from the Ownership Limit for the acquisition of Series B Preferred Shares by Cohen & Steers, conditioned upon Cohen & Steers' representations and uxxxxxakings in this Agreement, pexxxxxing Cohen & Steers, on behalf of certain accounts and institutions, to acqxxxx up to an aggregate of 20% (but not more than 20%), as determined by reference to liquidation value, of the issued and outstanding Series B Preferred Shares to be sold in the Offering.
Sample 1
REPRESENTATIONS AND WARRANTIES OF EPR. EPR represents and warrants that the Board has approved an exemption from the Ownership Limit for the acquisition of Series E Preferred Shares and Series F Preferred Shares by Purchaser, conditioned upon Purchaser’s representations and undertakings in this Agreement, permitting Purchaser, on behalf of certain accounts and institutions, to acquire up to (a) an aggregate of 25% (but not more than 25%), as determined by reference to liquidation value, of the issued and outstanding Series E Preferred Shares, and (b) an aggregate of 25% (but not more than 25%), as determined by reference to liquidation value, of the issued and outstanding Series F Preferred Shares.
Sample 1
REPRESENTATIONS AND WARRANTIES OF EPR. EPR represents and warrants that the Board has approved an exemption from the Ownership Limit for the acquisition by the Invesco Group of Waiver Shares, conditioned upon Purchaser's representations and undertakings in this Agreement, permitting the Invesco Group, on behalf of certain client accounts, to acquire up to an aggregate of 15% (but not more than 15%), as determined by reference to liquidation value, of each of the issued and outstanding Series C Shares, Series E Shares and Series F Shares.
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF EPR

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

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