Shareholder Representations definition

Shareholder Representations means the representations and warranties of the Company Shareholders set forth in this Agreement.
Sample 1Sample 2
Shareholder Representations has the meaning assigned to it in Section 9.1(b)(i).
Sample 1Sample 2
Shareholder Representations has the meaning set forth in Section 6.2(c)(ix).
Sample 1

Examples of Shareholder Representations in a sentence

  • In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations.

  • Foreign investment or foreign donor support for private news media organizations is permitted under reasonable regulations and restrictions.

  • His associate, Ms. Kittredge, is less experienced, but seeks the lower rate of $225 per hour.

  • Consent under the Water (Prevention & Control of Pollution) Act, 1974, from the Karnataka Pollution Control Board, Bangalore No: 29/KSPCB/RO (BDR)/INR 100118/04-05/1245 dated October 18, 2004 valid upto June 30, 2006.

  • In order to induce NetManage to enter into this Agreement, each NSA Shareholder and NetSoft Shareholder makes, severally (for himself or itself, as the case may be) and not jointly, the following representations and warranties which are applicable to such shareholder to NetManage (collectively, the "Shareholder Representations and Warranties").

  • Principal AEOG Shareholder Representations and Warranties that he has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other Closing Documents to which he is a party and to perform his obligations under this Agreement and the other Closing Documents to which he is a party, and he has good and marketable title to all of the AEOG Shares listed in Exhibit A hereto, free and clear of all liens, claims and encumbrances of any third persons.

  • The NSA and NetSoft Representations and Warranties made in Section 2 and the Shareholder Representations and Warranties made in Section 3 (in each case as updated through the Closing Date) and in any certificate delivered by NetSoft, NSA or the NSA Shareholders or NetSoft Shareholder in connection with this Agreement shall be true and correct when made (subject to the ability to update) and on and as of the Closing with the same force and effect as if they had been made at the Closing.

  • XXXXXXXX PARTNERS II, LLC By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx III Xxxxx Xxxxxxx, President Xxxxxx Xxxxxxx III, Managing Member EXHIBIT 2.1 Company Disclosure Schedule EXHIBIT 3.1 Parent Disclosure Schedule EXHIBIT 5.4(b)(i) or (ii) Joint or Singular Company Board of Directors’ and Company Shareholder’s Written Consent to Merger EXHIBIT 5.4(d) Xxxxxx Services Escrow Agreement EXHIBIT 5.4(e) Company Shareholder Representations and Warranties Exhibit 6.4(f) E.

  • REPRESENTATIONS AND WARRANTIES 9 Section 5.01 Shareholder Representations and Warranties.

  • The representations and warranties of the GDS Shareholders set forth in SECTION 7.1 (collectively, the "Shareholder Representations") and the representations and warranties of Sabratek set forth in SECTION 7.3(E) and in the Sabratek Closing Statement (collectively, the "Sabratek Representations") shall survive the Closing and shall not be merged therein.


More Definitions of Shareholder Representations

Shareholder Representations those representations and warranties set forth in Section 3.6.
Sample 1

Related to Shareholder 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.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • 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).

  • Seller Representative means Xxxxx Bank.

  • 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).

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Stockholder Representative has the meaning set forth in the preamble.

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

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Buyer Representatives has the meaning set forth in Section 4(e).

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • 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.

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

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • 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).

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

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • 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.

  • 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).

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • 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).

  • 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.