Company Specified Representations definition

Company Specified Representations means the representations and warranties made in Section 2.2(a), Section 2.2(b), Section 2.2(c), Section 2.2(d), Section 2.2(x), Section 2.2(z) and Section 2.2(hh);

Company Specified Representations has the meaning specified in Section 9.02(a)(i).

Company Specified Representations shall have the meaning set forth in Section 6.1.

Examples of Company Specified Representations in a sentence

• Notwithstanding the foregoing, the Company Specified Representations shall survive for the period of the applicable statute of limitations.

• Company Specified Representations" shall mean the representations and warranties of the Company contained in Sections 2.3(a), 2.3(d), 2.21, 2.22, 2.23, 2.25 and 2.27 of the Agreement.

• Subject to the limitations and other provisions of this Agreement, the representations and warranties contained in this Agreement shall not survive, and shall terminate and be extinguished as of, the Effective Time; provided, that the Company Specified Representations and the Parent Specified Representations shall survive and shall remain in full force and effect until the date that is nine (9) months following the anniversary of the Closing Date (the “Survival Period”).

• The representations and warranties of the Company and Parent contained in this Agreement shall survive until the expiration of the Holdback Period, except that the Company Specified Representations, Parent Specified Representations, any covenant in this Agreement with respect to Taxes, and any claim in respect of fraud, shall survive until sixty (60) days after the expiration of any applicable statute of limitations (including any extensions or tolling thereof).

• The limitations set forth in Section 11.3(a) shall not apply: (i) in the event of intentional misrepresentation, willful misconduct or fraud; (ii) to inaccuracies in or breaches of any of the Company Specified Representations, Seller Specified Representations, Tax Representations or Employee Representations; or (iii) to the matters referred to in Sections 7, Sections 11.2(a)(i)(B) through 11.2(a)(i)(D), and 11.2(a)(ii)(B).

More Definitions of Company Specified Representations

Company Specified Representations means the representations and warranties of the Company set forth in Section 4.01 (Corporate Existence and Power), Section 4.02 (Corporate Authorization), Section 4.04 (Non-contravention), Section 4.05 (Capitalization), Section 4.21 (Finders’ Fees, etc.), Section 4.22 (Opinion of Financial Advisor) and Section 4.23 (Antitakeover Statues).

Company Specified Representations means the representations and warranties made in paragraph(a), paragraph(c), paragraph(d)(1), paragraph(z), and paragraph(cc) of Schedule I;

Company Specified Representations means the representations and warranties of the Company contained in Sections 2.3(a), 2.3(d), 2.21, 2.22, 2.23, 2.25 and 2.27 of the Agreement. Company Triggering Event. A "Company Triggering Event" shall be deemed to have occurred if: (a) the board of directors of the Company shall have failed to recommend that the Company's stockholders vote to adopt the Agreement, or shall have withdrawn or shall have modified in a manner adverse to Parent the Company Board Recommendation; (b) the Company shall have failed to include in the Joint Proxy Statement/Prospectus the Company Board Recommendation or a statement to the effect that the board of directors of the Company has determined and believes that the Merger is advisable to, and in the best interests of, the Company's stockholders; (c) the board of directors of the Company fails to reaffirm the Company Board Recommendation, or fails to reaffirm its determination that the Merger is in the best interests of the Company's stockholders, within 10 days after Parent requests in writing that such recommendation or determination be reaffirmed; (d) the board of directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (e) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal, other than confidentiality agreements that the Company is required to enter into pursuant to the proviso to Section 4.3(a) of the Agreement; (f) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its securityholders, within 10 business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer; or (g) any director or executive officer of the Company shall have materially breached, or shall have directly or indirectly induced or encouraged any other Person to materially breach, any of the provisions set forth in Section 4.3 of the Agreement.

Company Specified Representations means those representations and warranties made by the Borrower, including with respect to each of its Subsidiaries that is required to become a Guarantor upon the consummation of the Acquisition, in Sections 5.01(a) (with respect to organizational existence only), 5.01(b)(ii), 5.02(a), 5.02(b)(i), 5.02(b)(iii), 5.04, 5.13, 5.16, 5.17 and 5.18.

Company Specified Representations means the representations and warranties contained in the first sentence of Section 5.1, Section 5.3 and Section 5.9.

Company Specified Representations. Section 7.2(a) “Company Subsidiary” Section 3.1(b) “Company Termination Fee” Section 8.2(b)(i) “Continuing Employee” Section 6.7(a) “Covered Persons” Section 6.4(a) “D&O Insurance” Section 6.4(c) “DGCL” Recitals “Dissenting Shares” Section 2.3(a) “Effective Time” Section 1.3 “Electronic Delivery” Section 9.8

Company Specified Representations means the representations and warranties made in Sections 3.1(a), 3.1(b), and 3.1(c).