ACCURACY OF RECITALS Borrower acknowledges the accuracy of the Recitals.
Accuracy of Exhibits There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.
Accuracy of Descriptions The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the Notes,” insofar as it purports to constitute a summary of the terms of the Securities, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution Policy,” “Description of Common Shares,” “Certain Provisions of New York Law and our Certificate of Incorporation and Bylaws,” and “Certain U.S. Federal Income Tax Considerations” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiary, as applicable, enforceable against the Company or such Subsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.
Accuracy of Descriptions and Exhibits The information in the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital Stock,” “Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.
Offer Recitals Offer Documents Section 1.1(a) Offer Price Recitals Options Section 2.9(a) OSHA Section 4.7(d)(vi) Other Filings Section 4.11 Owned Intellectual Property Section 4.14(a) Parent Preamble Parent Board Recitals Parent Representatives Section 6.3 Parent Violation Section 5.3(a) Paying Agent Section 3.2(a) PBGC Section 4.12(f) Person Section 9.9(m) Plan Section 9.9(n) Preferred Shares Section 4.2(a) Proxy Statement Section 2.10(a)(ii) Purchaser Preamble Purchaser Board Recitals Purchaser Insiders Section 1.3(a) Qualified Plans Section 4.12(c) RCRA Section 4.7(d)(vii) Release Section 4.7(d)(viii) Section Rights Recitals Rights Agreement Recitals Schedule 14D-9 Section 1.2(a) SEC Section 1.1(a) Securities Act Section 4.5(a) Shares Recitals Special Meeting Section 2.10(a)(i) Stock Plan Section 2.9(a) Subsidiary Section 9.9(o) Superior Proposal Section 6.2(b) Surviving Corporation Section 2.1 Takeover Proposal Section 6.2(a) Tax Section 4.15(b) Tax Return Section 4.15(b) Taxes Section 4.15(b) Tender Offer Conditions Section 1.1(a) Termination Fee Section 8.3(b) Voting Debt Section 4.2(a) Withdrawal Liability Section 9.9(p) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 12, 2006, by and among Xxxxxxx Corporation, a Delaware corporation (“Parent”), Smile Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (the “Purchaser”), and Sybron Dental Specialties, Inc., a Delaware corporation (the “Company”).
Merger Recitals Merger Consideration 2.1(a)(i) Merger Sub Preamble NQDC Plan 3.10(c) NYSE 8.12(ll) Open Source Software 8.12(mm) Owned Company Properties 8.12(nn) Parent Preamble Parent Acquisition Proposal 5.3(d) Parent Alternative Acquisition Agreement 5.3(e) Parent Balance Sheet 4.5(c) Parent Board Recitals Parent Board Recommendation Recitals Parent Bylaws 4.1(a) Parent Capital Stock 4.2(a) Parent Change in Recommendation 5.3(e) Parent Charter 4.1(a) Parent Class A Common Stock 4.2(a) Parent Class B Common Stock 4.2(a) Parent Common Stock 8.12(nn) Parent Disclosure Letter Article IV Parent Expenses 7.5(c) Parent Financial Advisor 4.12 Parent IT Systems 4.17(n) Parent Licensed-In Agreements 4.17(d) Parent License Agreements 4.17(d) Parent Intellectual Property 8.12(oo) Parent Intervening Event 5.3(d) Parent Material Adverse Effect 8.12(qq) Parent Material Contract 4.16(b) Parent Permits 4.1(a) Parent Privacy Laws and Requirements 4.18(a) Parent Preferred Stock 4.3(a) Parent Product 8.12(pp) Parent RSU 8.12(rr) Parent SEC Documents 4.5(a) Parent Share Issuance 4.3(a) Parent Stock Option 8.12(ss) Parent Stock Plans 8.12(tt) Parent 401(k) Plan 8.12(uu) Parent Stockholder Approval 4.3(b) Parent Stockholders Meeting 4.3(a) Parent Subsidiaries 4.1(a) Parent Superior Proposal 5.3(d) Parent Termination Fee 7.6(a) Parent Voting Agreement Recitals Parent Voting Debt 4.2(b) Parent’s Counsel 5.18(d) Parties Preamble Payment 7.7(a) Payor 7.7(a) Permits 8.12(vv) Permitted Liens 8.12(ww) Person 8.12(xx) Personal Information 8.12(yy) Potential Backside Filer 5.6(a) Principal Antitrust Consent 5.6(a) Proceeding 5.12 Recipient 7.7(a) Release 8.12(zz) Representatives 5.2(a) SEC 8.12(aaa) Second Investor Antitrust Notice 5.6(a) Securities Act 8.12(bbb) Shares Recitals Software 8.12(ccc) SOX 8.12(ddd) Subsidiary 8.12(eee) Surviving Company 1.1 Tax Authority 8.12(fff) Tax Return 8.12(ggg) Taxes 8.12(hhh) Termination Date 7.2(a) Uncertificated Shares 2.1(a)(ii) WARN Act 3.11(e) Willful Breach 7.7 Withholding Agent 2.2(h) AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this “Agreement”), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the “Company”), Twilio Inc., a Delaware corporation (“Parent”), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.
Accuracy of Representations All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.
Accuracy of the Company’s Representations and Warranties Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.
