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 those representations and warranties set forth in Section 3.6.
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.

  • Notwithstanding the foregoing, breaches with respect to any of the Selected Company Representations and Warranties, the Selected Shareholder Representations and Warranties, and the other representations and warranties contained in Sections 3.1.6 and 3.1.9 are not subject to the Basket and the Cap.

  • Officers of the Waldorf Entities Providing Affidavits Regarding Shareholder Representations and Warranties Exhibits Exhibit A .

  • Notwithstanding anything to the contrary contained in Section 6.1(a), but subject to Section 6.1(d), the Corporate and Shareholder Representations and the Individual Stockholder Representations shall survive the Closing (and any later sale, transfer or other disposition of any or all of the equity or assets of the Survivor) and not be subject to expiration.

  • 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.

  • From and after the Closing, the parties shall be indemnified as provided in this Section 7.2. The representations and warranties of the Unitron Shareholders set forth in Section 6.1 (collectively, the "Shareholder Representations") shall survive the Closing and continue in full force and effect forever thereafter (subject to any applicable statute of limitations).

  • 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.

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

  • Prior to the Closing, DWWC shall distribute to its shareholders and shall obtain from each shareholder to execute such offeree questionnaires and/or representation letters ("Shareholder Representations") as may be requested by SportsLine so as to permit compliance by SportsLine with the applicable securities Laws.

  • 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.


More Definitions of Shareholder Representations

Shareholder Representations has the meaning set forth in Section 6.2(c)(ix).
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 Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

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

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • 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 of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • 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 shall have the meaning set forth in Section 6.4(a).

  • 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 and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

  • 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 the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • 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 statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by EQT, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.