Survival Date has the meaning set forth in Section 9.1.
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).
Fundamental Representations has the meaning set forth in Section 8.1.
Fundamental Representation has the meaning set forth in Section 9.1.
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).
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).
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 Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).
Survival Period has the meaning set forth in Section 11.1.
Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).
Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.
Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).
Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.
Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.
Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Fundamental Change Notice has the meaning specified in Section 8.02(a).
Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).
Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).