Company Closing Fundamental Reps definition

Company Closing Fundamental Reps means those representations and warranties contained in the first sentence of Section 5.01(a) (Organization and Organizational Power), Section 5.02 (Subsidiaries), the first and last sentences of Section 5.03 (Authorization; No Breach; Valid and Binding Agreement), Section 5.04 (Capitalization), Section 5.25 (Brokerage), Section 6.01 (Organization and Entity Power), Section 6.02 (Authorization), Section 6.03 (Title to Units), and the first sentence of Section 6.08 (Investment Representation).
Sample 1
Company Closing Fundamental Reps means those representations and warranties contained in the first sentence of
Sample 1
Company Closing Fundamental Reps means those representations and warranties contained in the first sentence ofSection 5.01(a) (Organization and Organizational Power), Section 5.02 (Subsidiaries), the first and last sentences of Section 5.03 (Authorization; No Breach; Valid and Binding Agreement), Section 5.04 (Capitalization), Section 5.25 (Brokerage), Section 6.01 (Organization and Entity Power), Section 6.02 (Authorization), Section 6.03 (Title to Units), and the first sentence of Section 6.08 (Investment Representation).
Sample 1

Related to Company Closing Fundamental Reps

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Second Closing has the meaning set forth in Section 2.2.

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Fundamental Change Purchase Price has the meaning specified in Section 3.01(a).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Fundamental Change Purchase Date has the meaning specified in Section 3.01(a).

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Acquiring Fund means each series of an Acquiring Company listed in the column entitled “Acquiring Fund” on Exhibit A.

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).