MERGER REPRESENTATION Sample Clauses

MERGER REPRESENTATION. The Merger of Acquisition with and into ECLIPSE is a statutory merger under applicable state law. After the Merger, ECLIPSE will hold substantially all of its assets (at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets) and substantially all of the assets of Acquisition. In the Merger, the ECLIPSE Shareholders will exchange an amount of ECLIPSE stock constituting control of ECLIPSE (within the meaning of Code Section 368(c)) solely for ZMAX voting stock and the Merger will constitute a reorganization within the meaning of Code Sections 368(a)(1)(A) and 368(a)(2)(E). ZMAX acknowledges that this representation is a significant inducement to ECLIPSE and its Shareholders in entering into this Agreement and the Merger. There is no plan or intention on the part of ZMAX or any of its Affiliates to sell or otherwise dispose of the assets of Acquisition or ECLIPSE after the Merger, except in the ordinary course of business.
Sample 1
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Related to MERGER REPRESENTATION

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

  • Purchaser Representation Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

  • Seller Representations Seller hereby represents and warrants that:

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Restricted Stock Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Holder Representations The Holder hereby represents and warrants to the Company that:

  • Stockholder Representations and Warranties Each Stockholder hereby severally (and not jointly) represents and warrants to the Company and the other Stockholders with respect to itself as follows:

  • Buyer Representations and Warranties The Buyer represents and warrants to the Company and Seller that:

  • Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

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

  • ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES The representations and warranties of the Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such time.

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