Representation definition
Examples of Representation in a sentence
Parent shall have received an executed counterpart of the investment representation letter in the form of Exhibit F (the “Investment Representation Letter”) from (i) holders of Company Common Stock representing at least 90% of the Closing Merger Consideration attributable to all holders of Company Common Stock and (ii) holders of the Company’s Preferred Stock representing at least 90% of Closing Merger Consideration attributable to all holders of Company Preferred Stock.
On or prior to the date the first Placement Notice is given hereunder and within three (3) Trading Days after each subsequent Representation Date with respect to which the Company is obligated to deliver a comfort letter pursuant to Section 7(o) for which no waiver is applicable, the Company shall have delivered to the Sales Agent a certificate executed by the Chief Financial Officer of the Company (“CFO Certificate”) dated as of such date, in form and substance reasonably satisfactory to the Sales Agent.
Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective and at each Representation Date, complied and will comply in all material respects with the Securities Act and did not, and, at each Representation Date, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such ▇▇▇▇▇▇’s Position Representation within five Business Days of request therefor (a “Verification Covenant”).
Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or the Sales Agent sells any Placement Shares, the Company shall provide the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.