Rep Letter definition

Rep Letter means a letter from a Noteholder, or an Assuming Backstop Party who is not a Noteholder, or an Affected Unsecured Creditor with an Allowed Affected Unsecured Claim who is not a Noteholder, if applicable in accordance with Section 5.2(c) hereof, to Jaguar containing representations and warranties relating to such Person’s eligibility to acquire the Offering Shares (including the Backstopped Shares), Accrued Interest Offering Shares, or Backstop Commitment Shares under US Securities Laws, in a form acceptable to such Person and Jaguar, each acting reasonably;
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Rep Letter means a letter from a Backstopper to the Company containing representations and warranties relating to such Backstopper’s eligibility to acquire the Offering Shares, Accrued Interest Offering Shares, Backstopped Shares or Backstop Consideration Shares under US Securities Laws, in a form acceptable to such Backstopper and the Company, each acting reasonably.
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Rep Letter means, as applicable, a representation letter in the form attached to the Rep Letter Questionnaire or such other form as the Issuer may require in its sole discretion;
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Examples of Rep Letter in a sentence

  • At least 35 days prior to the Completion Date, Aon shall confirm in writing whether it shall issue the Aon Rep Letter to WTW Tax Counsel (the “Aon Rep Letter Confirmation”).

  • If WTW does not receive the (i) Aon Rep Letter Confirmation at least 35 days prior to the Completion Date or (ii) following receipt of the Aon Rep Letter Confirmation, WTW does not receive the executed Aon Rep Letter prior to Completion, WTW may provide written notice to Aon that it is unable to obtain the WTW Tax Opinion.

  • Each Rep Letter executed by either an FIS Selling Shareholder or a holder of FIS Options shall include the signature page hereof, duly executed (including the checking of all required boxes included therein) by each such person (including each FIS Selling Shareholder executing this Agreement herewith).

  • Each Rep Letter executed by either an IDIT Selling Shareholder or a holder of IDIT Options shall include the signature page hereof, duly executed (including the checking of all required boxes included therein) by each such person (including each IDIT Selling Shareholder executing this Agreement herewith).

  • The shares of Acquirer Common Stock that may comprise a portion of the Merger Consideration, when issued by Parent in accordance with the terms of this Agreement, assuming the accuracy of the representations and warranties of Company and the Company Securityholders contained in this Agreement or in the Investor Rep Letter, will be duly issued, fully paid and nonassessable.

  • Any Non-Signatory Stockholder who, following the Effective Time, delivers to Acquiror a Lock-Up Agreement, Investor Rep Letter and other documentation as reasonably required by Acquiror in form satisfactory to Acquiror to confirm compliance with Applicable Securities Laws following the Effective Time shall be an “Additional Accredited Investor” as such term is used herein.

  • The Company shall have delivered an executed Shareholder Rep Letter from each of the Company Stockholders to Parent.

  • For avoidance of doubt, for the opening balance sheet at Closing, the Company will have implemented policies and procedures to fully address the uncorrected financial statement misstatements highlighted in Notes 8 and 20 in the 12/31/15 Rep Letter and 9/30/2016 Rep Letter, respectively, from Sellers’ Accountants.

  • Assuming the accuracy of all of (a) the representations and warranties of each of the Company and the Holder set forth in Section 2 and Section 3 of this Agreement and (ii) the Holder’s representations and warranties in the Rule 144 Rep Letter, the Parties acknowledge and agree that the Exchange Shares may be issued without restricted legends, pursuant to Rule 144.

  • The Company shall have delivered an executed Stockholder Rep Letter from each of the Company Stockholders to Parent.