REPRESENTATION AND WARRANTY OF THE COMPANY AND THE STOCKHOLDERS Sample Clauses

REPRESENTATION AND WARRANTY OF THE COMPANY AND THE STOCKHOLDERS. The Company and each Stockholder jointly and severally represents and warrants to Invatec that the following representations and warranties of the Company and each Stockholder in this Section B will, as of the Effective Time, be true and correct: (1) That after taking into account any extraordinary distributions from the Company or any Subsidiaries to such Stockholder, in excess of fifty percent of the aggregate consideration received by such Stockholder in connection with the Merger will consist of shares of Invatec Common Stock. (2) Neither the Company nor any Stockholder has within the two-year period ending on the Effective Date adopted any plan of liquidation respecting the Company (whether or not that plan of liquidation was revoked). (3) In the Merger, Invatec Sub will acquire "substantially all of the properties" of the Company within the meaning of Section 368(a)(2)(D) of the Code (that is, in the Merger, Invatec Sub will acquire at least 90% of the fair market value of the net assets and at least 70% of the gross assets held by the Company immediately prior to the Effective Time). For purposes of the preceding sentence, amounts paid by the Company to dissenters, amounts paid by the Company who receive cash or other property and the Company assets used to pay its reorganization expenses and all redemptions and distributions (except for regular, normal dividends) made by the Company immediately preceding the Effective Time, pursuant to this Agreement or otherwise as part of the plan of the Merger provided for herein, will be included as assets of the Company held immediately prior to the Merger. (4) At the Effective Time, the sum of the adjusted basis of each of the assets of the Company which is transferred to Invatec Sub in the Merger will equal or exceed the sum of (a) the liabilities of the Company assumed by Invatec Sub in the Merger and (b) the liabilities of the Company to which the assets of the Company are subject at the Effective Time. For purposes of Section 6.03 of the Uniform Provisions the representation and warranty made in this Section B shall be deemed to be included in Article II.
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Related to REPRESENTATION AND WARRANTY OF THE COMPANY AND THE STOCKHOLDERS

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to Parent as follows:

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