ACQUIROR AND SUBSIDIARY REPRESENTATIONS Pursuant to Section Sample Clauses

ACQUIROR AND SUBSIDIARY REPRESENTATIONS Pursuant to Section. 6.6(b) of the Agreement, each of Acquiror and Subsidiary will use its reasonable best efforts to deliver, in connection with the IRS Ruling Letter, letters of representation reasonable under the circumstances as to its present intentions and present knowledge including the following representations: (a) Acquiror has no present plan or intention to liquidate Tenneco, to merge Tenneco into another corporation, to cause Tenneco to sell or otherwise dispose of its assets (other than certain assets unrelated to Tenneco's interstate gas pipeline and natural gas marketing businesses), or to sell or otherwise dispose of any Tenneco Stock acquired in the Merger, except for transfers described in Section 368(a)(2)(C) of the Code. (b) Acquiror has no plan or intention to reacquire any shares of Acquiror Stock issued to Tenneco stockholders in the Merger. (c) Acquiror will pay its expenses, if any, incurred in connection with the Merger. (d) Acquiror will acquire the Tenneco Stock in exchange for voting capital stock of Acquiror pursuant to Section 2.5 of the Merger Agreement. For purposes of this representation, Tenneco Stock redeemed for cash or other property furnished by Acquiror will be considered as acquired by Acquiror. Further, no liabilities of Tenneco or the Tenneco stockholders will be assumed by Acquiror, nor will any of the Tenneco Stock be subject to any liabilities. (e) Acquiror does not presently own, directly or indirectly, nor has it owned during the past five years, directly or indirectly, any capital stock of Tenneco. (f) Immediately following the Merger, Acquiror will continue Tenneco's Energy Business or use a significant portion of the assets of Tenneco's Energy Business in a business. (g) Acquiror is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. (h) Immediately after the Merger, Acquiror will be in control of Tenneco within the meaning of Section 368(c) of the Code. 2
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Related to ACQUIROR AND SUBSIDIARY REPRESENTATIONS Pursuant to Section

  • Subsidiary Representations The Company makes each of the representations contained in Sections 5(a), (b), (d), (f), (h), (k), (m), (q) through (s), (u) and (w) of this Agreement, as same relate to each Subsidiary of the Company.

  • Certain Representations and Warranties of Fund Fund represents and warrants to Service Company that:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Company Representations The Company represents and warrants to the Purchaser that:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

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