Specified Representatives definition
Examples of Specified Representatives in a sentence
Shareholder shall immediately cease and discontinue, Shareholder shall ensure that Shareholder’s Specified Representatives immediately cease and discontinue, and Shareholder shall use reasonable best efforts to cause Shareholder’s other Representatives to immediately cease and discontinue, any existing discussions with any Person that relate to any Acquisition Proposal or Acquisition Inquiry.
Until such Consent is obtained, the Seller shall cooperate, and shall use its commercially reasonable efforts to cause its Specified Representatives to cooperate, with the Purchaser in any lawful arrangement designed to provide the Purchaser with the benefits of such Transferred Assets at no cost to the Purchaser in excess of the cost the Purchaser would have incurred (without modification to the terms of the Contract) if the Consent had been obtained.
Except for the representations and warranties contained herein, none of Parent, Merger Sub, any Affiliate of Parent or Merger Sub, nor any of their respective officers, directors, employees, agents, Specified Representatives or any other Person makes any representations or warranties to or for the benefit of the Company.
The Company shall notify Parent promptly (but in no event later than 24 hours) after it obtains knowledge of the receipt by the Company (or any of its Specified Representatives) of any Acquisition Proposal or any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party, in each case in connection with any Acquisition Proposal.
Except for the representations and warranties contained herein, including the Company Disclosure Schedule, none of the Company, any Affiliate of the Company or any Common Holder, nor any of their respective officers, directors, employees, agents, advisors, Specified Representatives or any other Person, makes any representations or warranties to or for the benefit of Parent.
The Company hereby disclaims any other representations or warranties, Table of Contents whether made by the Company, any Affiliate of the Company or any Common Holder, or any of their respective officers, directors, employees, agents, advisors, Specified Representatives or any other Person, with respect to the execution and delivery of this Agreement, the Contemplated Transactions or the Business.
Parent and Merger Sub hereby disclaim any other representations or warranties, whether made by Parent, Merger Sub or any Affiliate of Parent or Merger Sub, or any of their respective officers, directors, employees, agents, Specified Representatives or other Person, with respect to the execution and delivery of this Agreement or the Contemplated Transactions.
Nothing in this Section 2.13 or elsewhere in this Agreement is intended to or shall limit any Liability of the Seller in the event of actual and intentional common law fraud by the Seller (provided that, for the avoidance of doubt, the Specified Representatives shall be deemed to have acted on behalf of the Seller (but not in their individual capacities) for purposes of this sentence) (whether within or outside the scope of the representations and warranties contained in this Agreement).
The Merger Agreement provides that any violation of the foregoing restrictions by any Specified Representatives of Cerner or any of its Subsidiaries will be deemed to be a breach by Cerner of the provisions of the Merger Agreement providing for such restrictions.