REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, as follows:
Appears in 12 contracts
Samples: Agreement (Alpharx Inc), Share Exchange Agreement (American Energy Fields, Inc.), Share Exchange Agreement (Bearhunt Investments, Inc.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, Parent and Merger Sub as follows:
Appears in 11 contracts
Samples: Shareholders Agreement (Goldman Sachs Group Inc), Shareholders Agreement (Goldman Sachs Group Inc), Shareholders Agreement (Goldman Sachs Group Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder The Shareholders hereby jointly represent and severally represents and warrants warrant to the Parent, as follows:
Appears in 8 contracts
Samples: Share Exchange Agreement (MedGen, Inc.), Share Exchange Agreement (WMX Group Holdings, Inc.), Share Exchange Agreement (Imperalis Holding Corp.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, Parent as follows:
Appears in 8 contracts
Samples: Voting Agreement (Investors Heritage Capital Corp), Voting Agreement (Brookdale Senior Living Inc.), Voting Agreement (Emeritus Corp\wa\)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the ParentParent and Purchaser as to itself, as followsseverally and not jointly, that:
Appears in 6 contracts
Samples: Tender and Support Agreement (Ramius LLC), Support Agreement (Microsemi Corp), Tender and Support Agreement (Actel Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly hereby, severally and severally not jointly, represents and warrants to the Parent, Parent and Sub as follows:
Appears in 6 contracts
Samples: Voting Agreement (Provena Foods Inc), Shareholder Agreement (Edmark Corp), Shareholder Agreement (International Business Machines Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby severally as to itself only, but not jointly and severally with any other Shareholder, represents and warrants to the Parent, Parent as follows:
Appears in 6 contracts
Samples: Voting Agreement (Universal American Corp.), Voting Agreement (Lee-Universal Holdings, LLC), Voting Agreement (CVS Caremark Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, as follows:
Appears in 6 contracts
Samples: Share Exchange Agreement (Stone Harbor Investments, Inc.), Share Exchange Agreement (Ironwood Gold Corp.), Share Exchange Agreement (Discount Coupons Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder individually, hereby jointly and severally represents and warrants to the Parent, as follows:
Appears in 6 contracts
Samples: Exchange Agreement (New You, Inc.), Share Exchange Agreement (American Strategic Minerals Corp), Share Exchange Agreement (Valor Gold Corp.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, Parent as follows:
Appears in 5 contracts
Samples: Sponsor Support Agreement (Univar Inc.), Voting Agreement (OEP Parent LLC), Sponsor Support Agreement
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, Parent and Purchaser as follows:
Appears in 4 contracts
Samples: Stockholders' Stock Tender Agreement (Eagle Merger Corp), Stockholders' Stock Tender Agreement (Softworks Inc), Voting Agreement and Irrevocable Proxy (Star Services Group Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder individually, and not on behalf of any other Shareholder, hereby jointly and severally represents and warrants to the Parent, as follows:
Appears in 4 contracts
Samples: Share Exchange Agreement (Orbital Tracking Corp.), Share Exchange Agreement (World Surveillance Group Inc.), Share Exchange Agreement (Drone Aviation Holding Corp.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder Shareholder, severally and not jointly, hereby jointly and severally represents and warrants to the Parent, Parent as follows:
Appears in 4 contracts
Samples: Voting and Support Agreement (Meier G. Troy), Voting and Support Agreement (Drilling Tools International Corp), Voting Agreement (Chen Chris Shuning)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly Shareholder, severally and severally not jointly, represents and warrants to Parent and Purchaser, as of the Parentdate hereof and as of any Closing (as defined herein), as follows:
Appears in 3 contracts
Samples: Tender and Option Agreement (Euramax International PLC), Tender and Option Agreement (Euramax International PLC), Tender and Option Agreement (Berger Holdings LTD)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder The Shareholders, severally but not jointly, hereby jointly represent and severally represents and warrants warrant to the Parent, Parent as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aml Communications Inc), Agreementand Plan of Merger (Jackson Rivers Co), Agreement and Plan of Merger (Jackson Rivers Co)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, severally but not jointly, as follows:
Appears in 3 contracts
Samples: Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Saguaro Resources, Inc.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each The Shareholder hereby jointly and severally represents and warrants to the Parent, Parent as follows:
Appears in 3 contracts
Samples: Voting Agreement (Perry Corp), Voting Agreement (CVS Caremark Corp), Voting Agreement (CVS Caremark Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby The Shareholders jointly and severally represents hereby represent and warrants warrant to the Parent, Parent as follows:
Appears in 3 contracts
Samples: Shareholders Agreement (Abbott Laboratories), Shareholders Agreement (Kos Pharmaceuticals Inc), Shareholders Agreement (Jaharis Mary)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, Parent and Purchaser as follows:
Appears in 2 contracts
Samples: Shareholders’ Agreement (Intelligroup Inc), Shareholders’ Agreement (Intelligroup Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, severally and not jointly, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Voting and Support Agreement (Finish Line Inc /In/)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly The Shareholders, severally but not jointly, represent and severally represents and warrants warrant to the Parent, Parent as follows:set forth in their respective Investment Representation Letters.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Homassist Corp), Agreement and Plan of Merger (DigitalPost Interactive, Inc.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, Parent and Sub as follows:
Appears in 2 contracts
Samples: Voting Agreement (Visual Data Corp), Voting Agreement and Irrevocable Proxy (Visual Data Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby severally and not jointly and severally represents and warrants to the Parent, Parent as follows:
Appears in 2 contracts
Samples: Support Agreement (Wyndham Worldwide Corp), Support Agreement (Blackstone Holdings II L.P.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants warrants, severally and not jointly, to the Parent, Parent as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Datalink Corp), Voting Agreement (Insight Enterprises Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, Parent as follows:
Appears in 2 contracts
Samples: Shareholders’ Agreement (Lakeland Bancorp Inc), Exhibit 2 Shareholders' Agreement (International Dairy Queen Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder -------------------------------------------------- hereby jointly and severally represents and warrants to the Parent, Parent as follows:
Appears in 2 contracts
Samples: Shareholders' Agreement (Berkshire Hathaway Inc /De/), Agreement and Plan of Merger (Online System Services Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, severally and not jointly, as follows:
Appears in 2 contracts
Samples: Securities Exchange Agreement and Plan of Merger (Universal Resources), Agreement and Plan of Merger (Mimvi, Inc.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the ParentParent and Purchaser, severally and not jointly, and solely as to itself and its Covered Shares, as follows:
Appears in 2 contracts
Samples: Tender and Shareholder Support Agreement (Glaxosmithkline PLC), Tender and Shareholder Support Agreement (Genelabs Technologies Inc /Ca)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants warrants, on a several basis and solely with respect to the Parentsuch Shareholder, to Parent and Subco as follows:
Appears in 2 contracts
Samples: Arrangement Agreement (International Absorbents Inc), Support Agreement (IAX Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder -------------------------------------------------- hereby jointly and severally represents and warrants severally and not jointly to the Parent, Parent and Sub as follows:
Appears in 2 contracts
Samples: Shareholder Agreement (Guidant Corp), Shareholder Agreement (Incontrol Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder The Shareholders hereby jointly and severally represents represent and warrants warrant to the Parent, Parent and Sub as follows:
Appears in 2 contracts
Samples: Shareholders Agreement (Adler Jeffrey A), Shareholders Agreement (Adler Jeffrey A)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, Parent as follows:
Appears in 2 contracts
Samples: Stock Voting Agreement (Envoy Corp /Tn/), Stock Voting Agreement (General Atlantic Partners LLC)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder of the Shareholders hereby jointly and severally represents and warrants to Parent and the ParentPurchaser, severally and not jointly, as follows:
Appears in 2 contracts
Samples: Shareholders Agreement (Sage Group PLC), Shareholders Agreement (Best Software Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants (severally and not jointly) to the Parent, Parent as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby severally, and not jointly and severally severally, represents and warrants to and covenants with the Parent, Purchaser and the Parent as follows, and acknowledges that the Purchaser and the Parent are relying upon such representations and warranties in entering into this Agreement:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder Shareholder, individually and not jointly, and Qxxxxxx solely in the case of Section 2.10. hereby jointly and severally represents and warrants to the Parent, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants (severally and not jointly) to Parent and the Parent, Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder Shareholder, individually and not jointly, and Xxxxxxx solely in the case of Section 2.10. hereby jointly and severally represents and warrants to the Parent, as follows:
Appears in 1 contract
Samples: Securities Exchange Agreement (22nd Century Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby severally and not jointly and severally represents and warrants to the Parent, Parent as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder Shareholder, severally and not jointly, hereby jointly and severally represents and warrants to the ParentBuyer, Parent and Merger Sub as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, Company and Parent as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder on his or her own behalf hereby jointly and severally represents and warrants to Parent with respect to such Shareholder and such Shareholder's ownership of the Parent, Shares as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly Shareholder, severally and severally not jointly, represents and warrants to the Parent, with respect to such Shareholder and such Shareholder’s Shares, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder on his or her own behalf hereby jointly and severally represents and warrants to Parent with respect to such Shareholder and such Shareholder’s ownership of the Parent, Shares as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder The Shareholders hereby jointly represent and severally represents and warrants warrant to the Parent, Parent with respect to themselves as follows:
Appears in 1 contract
Samples: Share Exchange Agreement (New Paradigm Productions Inc)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each -------------------------------------------------- Shareholder hereby jointly and severally represents and warrants to Parent and the ParentPurchaser, severally and not jointly, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants severally and not jointly to the Parent, Parent and Sub as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the ParentParent and the Principal Shareholder, as follows:
Appears in 1 contract
Samples: Share Exchange Agreement (Allied Technologies Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, severally and not jointly, and solely as to itself and its Covered Shares, as follows:
Appears in 1 contract
Samples: Support Agreement (Chuanwei Zhang)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants, jointly and severally represents severally, to Parent and warrants to the Parent, Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to Parent and the Parent, Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder Shareholder, severally and jointly, hereby jointly and severally represents and warrants to the Parent, Parent as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder of the Shareholders hereby jointly severally (and severally not jointly) represents and warrants to the ParentParent and the Parent Shareholders with respect to itself, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, as follows:
Appears in 1 contract
Samples: Voting Agreement (Mattel Inc /De/)
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder hereby jointly and severally represents and warrants to the Parent, severally and not jointly, and solely as followsto itself and its Covered Shares, as of the date of this Agreement and as of Closing:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder Shareholder, individually, and not on behalf of any other Shareholder, hereby jointly and severally represents and warrants to the Parent, as follows:
Appears in 1 contract
