Merger Representations definition

Merger Representations means such of the representations made by or on behalf of the Seller (as defined in the Merger Agreement) in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its obligations under the Merger Agreement or not consummate the Merger as a result of a breach of such representations in the Merger Agreement.
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Merger Representations mean those representations and warranties set forth in Section 3.9, Section 3.10 and Section 3.11.
Sample 1Sample 2

Examples of Merger Representations in a sentence

  • The Company represents and warrants to the Series 1 Stockholders that the statements contained in Sections 4.01, 4.02, 4.03 and 4.09 of the Merger Agreement ("Merger Representations") are true and correct as of the date hereof, except as set forth therein in the Buyer Disclosure Schedules, attached thereto; provided that all references thereto in Section 4.03 to "Agreement" shall also include this Shareholders' Agreement and the Amended and Restated Registration Rights Agreement.

  • Capitalized terms used in this Section 7.1 and in the Merger Representations and not otherwise defined in this Agreement have the respective meanings ascribed thereto in the Merger Agreement.

  • The members must consist of individuals who are not running for an elected office.

  • All representations and warranties (other than the Merger Representations) made herein or in any of the Related Agreements shall survive the issuance and sale of the Purchased Preferred Shares and the consummation of the Merger.

  • Notwithstanding the foregoing, (A) the only representations the accuracy of which shall be a condition to the availability of the Revolving Loans on the Closing Date shall be the Specified Representations and the Specified Closing Date Merger Representations and (B) Section 4.02(b) shall not be a condition to the availability of the Revolving Loans on the Closing Date.

  • Sections 6.2(b), 6.4, 6.8 through 6.20, 6.22, 6.23 and 6.25 (the “Parent Merger Representations”) of the Merger Agreement are hereby incorporated into this Agreement, mutatis mutandis, and Parent hereby makes the Parent Merger Representations to the Seller Parties.

  • The parties hereby acknowledge their belief that the breaches of the Merger Representations were made directly or indirectly by Xxxxx Xxxxxxxxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxxxx each (except for Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxxxxxx) a former employee of Bern Communications, and a Bern Stockholder.

  • Intermediate Merger Representations The taxpayers have made the following representations for the Intermediate Merger.

  • All the Yodlee Merger Representations are true and correct in all material respects.

  • The parties agree that the Initial Merger Agreement Company Disclosure Schedule are for informational purposes only, and shall not qualify the Company Merger Representations, which shall only be qualified by the Revised Option Trigger Company Disclosure Schedule or, if no such Revised Option Trigger Company Disclosure Schedule is delivered, the Option Trigger Company Disclosure Schedule.

Related to Merger Representations

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Buyer Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • 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).

  • 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).

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Parent Fundamental Representations means the representations and warranties of Parent and Merger Sub set forth in Sections 3.1(a) (Due Organization; Subsidiaries), 3.3 (Authority; Binding Nature of Agreement), 3.4 (Vote Required) and 3.18 (No Financial Advisors).

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

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • 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).

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Tax Representation Letters means the representations provided by Kontoor Brands and VF to Tax Advisers in connection with the rendering by Tax Advisers of the Tax Opinions.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

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

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;