Parent’s and Merger Sub’s Examination Sample Clauses

Parent’s and Merger Sub’s Examination. Parent, Merger Sub and their respective representatives have been afforded the opportunity to meet with, ask questions of and receive answers from the management of the Company and its Subsidiaries in connection with the determination by Parent and Merger Sub to enter into this Agreement and the Related Agreements and consummate the transactions contemplated hereby and thereby.
Sample 1
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Parent’s and Merger Sub’s Examination. Parent, Merger Sub and their representatives have been afforded the opportunity to meet with, ask questions of and receive answers from the management of the Company and its Subsidiaries in connection with the determination by Parent and Merger Sub to enter into this Agreement and the Related Agreements and consummate the transactions contemplated hereby and thereby; provided, that nothing in this Section 4.4 shall limit the scope of the representations and warranties set forth in Article III, and/or in the Letters of Transmittal and/or the Stockholder Support Agreement, or the rights to indemnification pursuant to Article IX.
Sample 1
Parent’s and Merger Sub’s Examination. Parent and Merger Sub acknowledge that: (a) (i) Parent and Merger Sub are experienced in the operation of the type of business conducted by the Company and its Subsidiaries, (ii) Parent and Merger Sub and their respective directors, officers, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by Parent and Merger Sub all books, records and other information with respect to the Company and its Subsidiaries, (iii) Parent and Merger Sub have taken full responsibility for determining the scope of its investigations of the Company and its Subsidiaries and for the manner in which such investigations have been conducted, and has examined the Company and its Subsidiaries to Parent’s and Merger Sub’s full satisfaction, (iv) Parent and Merger Sub are fully capable of evaluating the adequacy and accuracy of the information obtained by Parent and Merger Sub in the course of such investigations, (v) Parent and Merger Sub have not relied on the Company or any of its Subsidiaries with respect to any matter in connection with Parent’s and Merger Sub’s evaluation of the Company and its Subsidiaries other than the representations and warranties specifically set forth in Article IV of this Agreement, and (vi) the Company is not making any representations or warranties, express or implied, of any nature whatsoever other than the representations and warranties of the Company specifically set forth in Article IV of this Agreement. Notwithstanding the foregoing, the provisions of this Article V will remain in full force and effect, regardless of any investigation made by or on behalf of Parent. (b) (i) Parent and Merger Sub have taken full responsibility for evaluating the adequacy, completeness and accuracy of various forecasts, projections, opinions and similar material heretofore furnished to Parent and Merger Sub by the Company and its Subsidiaries in connection with Parent’s and Merger Sub’s investigations of the Company and its Subsidiaries and their business, (ii) there are uncertainties inherent in attempting to make projections and forecasts and render opinions, (iii) Parent and Merger Sub are familiar with such uncertainties, and (iv) Parent and Merger Sub are not relying on any projections, forecasts or opinions furnished to it by the Company or the Company’s Subsidiaries.
Sample 1

Related to Parent’s and Merger Sub’s Examination

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub jointly and severally represent and warrant to the Company as follows:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

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