By Holdings. Holdings hereby represents and warrants to the Purchase Noteholder as follows:
By Holdings. At the Closing, the Holdings will deliver to the Management Investors certificates evidencing the Holdings Stock. Each certificate will be properly endorsed for transfer to or accompanied by a duly executed stock power in favor of each Management Investor and will be in a form acceptable for transfer on the books of Holdings.
By Holdings. Holdings shall deliver to Purchaser:
By Holdings. Holdings represents to the Company as follows:
By Holdings. Subject to the terms and conditions of this Agreement, at or prior to the Effective Time, Holdings shall deliver or shall cause to be delivered to EVA, a Withholding Certificate, duly executed by Holdings.
By Holdings. (i) if AmSurg shall have breached or failed to perform any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) is incapable of being cured by AmSurg prior to the Outside Date or otherwise is not cured by the earlier of (x) twenty (20) Business Days following written notice to AmSurg by Holdings of such breach or (y) the Business Day prior to the Outside Date and (B) would result in a failure of any condition set forth in Section 6.2(a) or Section 6.2(b);
By Holdings. (1) Holdings is a corporation duly organized and validly existing under the laws of the State of Delaware with full corporate power and authority to execute, deliver and perform this Agreement. Holdings has sufficient authorized but unissued shares of its common stock for the purpose of the Options to be issued under this Agreement.
By Holdings. (i) if there shall have been a breach of any representation, warranty, covenant or agreement on the part of the Company contained in this Agreement such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and, in either such case, such breach is incapable of being cured by the Termination Date; provided that Holdings shall have given the Company at least 30 days written notice prior to such termination stating Holdings’ intention to terminate this Agreement pursuant to this Section 8.1(e)(i); provided, further that Holdings shall not have the right to terminate this Agreement pursuant to this Section 8.1(e)(i) if Holdings or Merger Sub is then in material breach of any of its covenants or agreements contained in this Agreement; or
By Holdings. (i) if any event shall have occurred as a result of which any condition set forth in Section 6.2 is no longer capable of being satisfied;
