REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 349 contracts
Samples: Agreement and Plan of Merger (Hibbett Inc), Agreement and Plan of Merger (Joy Global Inc), Agreement and Plan of Merger (Foundry Networks Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 188 contracts
Samples: Agreement and Plan of Merger (Blackbaud Inc), Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (Blackbaud Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 176 contracts
Samples: Agreement and Plan of Merger (Advanced Energy Industries Inc), Agreement and Plan of Merger (Inspire Pharmaceuticals Inc), Agreement and Plan of Merger (Integra Lifesciences Holdings Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 157 contracts
Samples: Acquisition Agreement (ExactTarget, Inc.), Agreement and Plan of Merger (Brigham Exploration Co), Agreement and Plan of Merger (Renova Media Enterprises Ltd.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 90 contracts
Samples: Agreement and Plan of Merger (Zoetis Inc.), Agreement and Plan of Merger (McAfee, Inc.), Agreement and Plan of Merger (7 Days Group Holdings LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company as followsthat:
Appears in 33 contracts
Samples: Agreement and Plan of Merger (Visicu Inc), Agreement and Plan of Merger (Whole Foods Market Inc), Agreement and Plan of Merger (Ust Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company Shareholder as follows:
Appears in 13 contracts
Samples: Tender and Voting Agreement (Raytheon Co/), Voting Agreement (Morgans Foods Inc), Tender and Voting Agreement (Raytheon Co/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company as follows:
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Starrett L S Co), Agreement and Plan of Merger (Molex Inc), Agreement and Plan of Merger (Boston Acoustics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (American Medical Alert Corp), Agreement and Plan of Merger (Impac Medical Systems Inc), Agreement and Plan of Merger (Cayenne Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsCompany:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Castle Dental Centers Inc), Agreement and Plan of Merger (Iron Acquisition Corp), Agreement and Plan of Merger (Mateon Therapeutics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Shareholders as follows:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Brickman Group LTD), Agreement and Plan of Merger and Reorganization (Media 100 Inc), Agreement and Plan of Merger And (Invision Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub represent and warrant to the Company as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Intersections Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company as followsthat:
Appears in 7 contracts
Samples: Agreement of Merger (Mellanox Technologies, Ltd.), Agreement and Plan of Merger (Ivax Corp), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company Stockholders as follows:
Appears in 6 contracts
Samples: Tender and Voting Agreement (Arch Coal Inc), Tender and Voting Agreement (International Coal Group, Inc.), Tender and Voting Agreement (Arch Coal Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Journal Media Group, Inc.), Agreement and Plan of Merger (Gannett Co., Inc.), Agreement and Plan of Merger (Abt Building Products Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each hereby represents and warrant warrants to the Company as follows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Chips & Technologies Inc), Agreement and Plan of Merger (Morgan Associates Inc), Agreement and Plan of Merger (Shiva Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent hereby make the following representations and warrant warranties to the Company as followsand the Principal Shareholder:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants, jointly and severally, to the Company as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp), Agreement and Plan of Merger (SFBC International Inc), Agreement and Plan of Merger (Airxcel Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company as followsthat:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Rf Micro Devices Inc), Agreement and Plan of Merger (FTS International, Inc.), Agreement and Plan of Merger (Sitel Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Subject to Section 8.01(c), Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (3m Co), Agreement and Plan of Merger (Cuno Inc), Security Agreement (Ats Medical Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fortress Transportation & Infrastructure Investors LLC), Agreement and Plan of Merger (Premier Financial Bancorp Inc), Agreement and Plan of Merger (Pfbi Capital Trust)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each, jointly and warrant severally, represents and warrants to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Entertainment Inc), Agreement and Plan of Merger (United Pan Europe Communications Nv), Agreement and Plan of Merger (Bison Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent ------------------------------------------------------- and Merger Sub represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Triangle Pacific Corp), Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Armstrong World Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Designated Shareholders as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eloquent Inc), Agreement and Plan of Merger (FVC Com Inc), Agreement and Plan of Merger and Reorganization (Clarent Corp/Ca)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company Shareholders as follows:
Appears in 3 contracts
Samples: Tender and Voting Agreement (Cascade Corp), Tender and Voting Agreement (Cascade Corp), Tender and Voting Agreement (Warren Holdings, LLC)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Previously Disclosed, Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Falmouth Bancorp Inc), Voting Agreement (Abington Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:follows (it being understood that the representations and warranties with respect to Merger Sub are made effective only upon, and as of, the execution of the Joinder (as defined below) by Merger Sub):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Zix Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent (subject to Section 6.15 of this Agreement) each hereby represents and warrant warrants to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Unionbancal Corp), Agreement and Plan of Merger (Mitsubishi Ufj Financial Group Inc), Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company Shareholder as follows:
Appears in 3 contracts
Samples: Voting Agreement (Safeway Inc), Voting Agreement (Randalls Food Markets Inc), Voting Agreement (Safeway Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to Securityholder and the Company as follows:
Appears in 2 contracts
Samples: Support Agreement (Cornerstone OnDemand Inc), Support Agreement (Cornerstone OnDemand Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Chalet Inc), Agreement and Plan of Merger (Everest Merger Sub, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Shareholders as followsset forth below:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (National Information Consortium), Agreement and Plan of Reorganization and Merger (National Information Consortium)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Shareholders as follows:
Appears in 2 contracts
Samples: Escrow Agreement (American Business Information Inc /De), Agreement and Plan of Merger and Reorganization (Caere Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby jointly and warrant severally represents and warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hard Rock Hotel Inc), Agreement and Plan of Merger (Morgans Hotel Group Co.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Subs represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yelp Inc), Escrow Agreement (Graphon Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each hereby represents and warrant warrants to the Company as follows:: (a)
Appears in 2 contracts
Samples: Annex B Agreement and Plan of Merger (Chips & Technologies Inc), 1 Agreement and Plan of Merger (Intel Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent represents and Merger Sub represent and warrant warrants to the Company as followsCompany:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alere Inc.), Agreement and Plan of Merger (Abbott Laboratories)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to SunEdison, Stockholder and the Company as followsthat:
Appears in 2 contracts
Samples: Voting and Support Agreement (Terraform Global, Inc.), Merger and Sponsorship Transaction Agreement (TerraForm Power, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company as follows:: A-12
Appears in 2 contracts
Samples: Exhibit 99 (Medarex Inc), Term Page (Houston Biotechnology Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Material Sciences Corp), Agreement and Plan of Merger (Integramed America Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each represents and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solta Medical Inc), Agreement and Plan of Merger (Penn National Gaming Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Each of Merger Sub represent and warrant Parent represents and warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TherapeuticsMD, Inc.), Agreement and Plan of Merger (Chembio Diagnostics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Strategic Alliance Agreement (Broadcom Corp), Affiliate Agreement (Level One Communications Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent jointly and warrant severally represents and warrants to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dawson Geophysical Co), Agreement and Plan of Merger (Inter Tel (Delaware), Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company Corporation as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company Stockholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and to the holders of Company Common Stock, Vested Company Options and Unvested Company Options as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant as follows to the Shareholders and the Company as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adaptive Medias, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, on a joint and several basis, to the Company and Sellers as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent Sub, jointly and warrant severally, represents and warrants to the Company as follows:
Appears in 1 contract
Samples: Agreement of Merger (Sun Pharmaceutical Industries LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company and the Company Stockholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent hereby make the following representations and warrant warranties to the Company as followsand the Principal Interest Holder:
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Travel Cd S Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company Company, the LLCs, the Stockholders and the Members as follows:
Appears in 1 contract
Samples: Ebay Inc
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, each of Parent and Merger Sub hereby represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to SunEdison, Stockholders and the Company as followsthat:
Appears in 1 contract
Samples: Voting and Support Agreement (TerraForm Power, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:: 3270196v3
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gateway Energy Corp/Ne)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Merger Agreement (Renren Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Company represents and warrants to Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Corporation Agreement and Plan of Merger (Caci International Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the stockholders of the Company as follows:
Appears in 1 contract
Samples: Employment Continuation Agreement (Sanctuary Woods Multimedia Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As a material inducement to the Company and the Stockholders to enter into this Agreement and to consummate the transactions contemplated hereby, Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsset forth below:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Susser Holdings CORP)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub and Parent hereby represent and warrant to the Company and to the Founder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub (upon its formation and subject to Section 7.14) represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rosetta Genomics Ltd.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company as followsCompany:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As a material inducement to the Company to enter into and perform its obligations under this Agreement, Parent and Merger Sub Sub, on a joint and several basis, hereby represent and warrant to the Company as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arrowhead Research Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As a material inducement to the Company to enter into this Agreement, each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mentor Graphics Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsof the date hereof that:
Appears in 1 contract
Samples: The Agreement and Plan of Merger (Baring Asia Private Equity Fund v Co-Investment L.P.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsset forth below:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company as follows:that: Section 5.01.
Appears in 1 contract
Samples: Agreement and Plan of Merger
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Principals as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Technology 80 Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent hereby make the following representations and warrant warranties to the Company as followsCompany:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Power 3 Medical Products Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent hereby jointly and warrant severally make the following representations and warranties to the Company as follows:and the Company Shareholders.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company and the Equityholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and each Merger Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zoom Telephonics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to and for the benefit of the Company as follows:
Appears in 1 contract
