REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SHAREHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SHAREHOLDERS. The Company and the Shareholders hereby jointly and severally represent and warrant to Parent and Merger Sub as of the date hereof and as of the Closing Date as follows, subject only to those exceptions in the disclosure letter dated the date hereof supplied by Company to Parent relating to specific sections of the following representations and warranties (the “Company Schedule”). The Company and the Shareholders acknowledge and agree that they are jointly and severally making the following representations and warranties with respect to the Company, AdPro Solutions, Inc., a California corporation (“AdPro”), Rx Today, Inc., a California corporation (“Rx Today”), and all such corporations’ subsidiaries, if any, unless the context clearly states otherwise.
Sample 1
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SHAREHOLDERS. Company and Company Shareholders hereby represent and warrant, unless otherwise excepted on Schedule 2, to Parent and Merger Subsidiary as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SHAREHOLDERS. Except as disclosed in a document of even date herewith and delivered by Company and the Company Shareholders to Parent upon the execution and delivery of this Agreement and referring by section number to the representations and warranties in this Agreement (the "Company Disclosure Schedule"), the Company and, solely with respect to the representations concerning such Company Shareholder contained in Sections 2.28, 2.29, 2.30, 2.31, 2.32, 2.33, and 2.34 (as applicable to such Company Shareholder), the Company Shareholders, severally and not jointly (and, with respect to each Company Shareholder, only as to itself), represent and warrant to Parent that:
Sample 1
REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SHAREHOLDERS. Except as specifically set forth in this Agreement, Company and each of the Company Shareholders hereby jointly and severally represents, warrants to and agrees with Parent and Merger Sub as follows, in each case as of the date of this Agreement and as of the Closing Date:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SHAREHOLDERS

  • Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

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

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent as follows:

  • 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 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 COMPANY The Company hereby represents and warrants to each Purchaser as follows:

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