REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 345 contracts
Samples: Merger Agreement (Manitex International, Inc.), Agreement and Plan of Merger (Organon & Co.), Agreement and Plan of Merger (Roivant Sciences Ltd.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 188 contracts
Samples: Merger Agreement (Vericity, Inc.), Merger Agreement (Societal CDMO, Inc.), Merger Agreement (Vericity, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
Appears in 183 contracts
Samples: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.), Merger Agreement (Agile Therapeutics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 162 contracts
Samples: Merger Agreement (Emcore Corp), Merger Agreement (Emcore Corp), Merger Agreement (Micropac Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 94 contracts
Samples: Merger Agreement (Nordson Corp), Merger Agreement (Silk Road Medical Inc), Merger Agreement (Nordson Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as follows:
Appears in 71 contracts
Samples: Agreement and Plan of Merger (Gambling.com Group LTD), Merger Agreement (Pactiv Evergreen Inc.), Merger Agreement (Aaron's Company, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company as followsthat:
Appears in 67 contracts
Samples: Merger Agreement (Morphic Holding, Inc.), Merger Agreement (Alpine Immune Sciences, Inc.), Merger Agreement (NGM Biopharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company as followsCompany:
Appears in 52 contracts
Samples: Merger Agreement (Frontier Communications Parent, Inc.), Merger Agreement (Verizon Communications Inc), Merger Agreement (Propertyguru Group LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company as followsthat:
Appears in 33 contracts
Samples: Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Irobot Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company as follows:
Appears in 29 contracts
Samples: Merger Agreement (Timber Pharmaceuticals, Inc.), Merger Agreement (Timber Pharmaceuticals, Inc.), Merger Agreement (Zogenix, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company as follows:
Appears in 12 contracts
Samples: Merger Agreement (Starrett L S Co), Merger Agreement (Starrett L S Co), Merger Agreement (Evolving Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 9 contracts
Samples: Merger Agreement (American Medical Alert Corp), Merger Agreement (Impac Medical Systems Inc), Merger Agreement (Sterling Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company as follows:
Appears in 9 contracts
Samples: Merger Agreement (Rivulet Media, Inc.), Merger Agreement (Bio-Matrix Scientific Group, Inc.), Merger Agreement (Horton D R Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and the Merger Sub represent and warrant to the Company as follows:
Appears in 7 contracts
Samples: Merger Agreement (Intersections Inc), Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsCompany:
Appears in 7 contracts
Samples: Merger Agreement (Doma Holdings, Inc.), Merger Agreement (Doma Holdings, Inc.), Merger Agreement (Mateon Therapeutics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company Stockholders as follows:
Appears in 6 contracts
Samples: Tender and Voting Agreement (WL Ross Group, L.P.), Tender and Voting Agreement (Arch Coal Inc), Tender and Voting Agreement (Fairfax Financial Holdings LTD/ Can)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each hereby represents and warrant warrants to the Company as follows:
Appears in 6 contracts
Samples: Merger Agreement (Shiva Corp), Merger Agreement (Kinder Richard D), Merger Agreement (Chips & Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each hereby represents and warrant warrants to the Company as followsthat:
Appears in 5 contracts
Samples: Merger Agreement (Steel Connect, Inc.), Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Independence Holding Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company as followsthat:
Appears in 5 contracts
Samples: Merger Agreement (ProFrac Holding Corp.), Merger Agreement (FTS International, Inc.), Merger Agreement (Rf Micro Devices Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants, jointly and severally, to the Company as follows:
Appears in 5 contracts
Samples: Merger Agreement (Fastentech Inc), Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp), Merger Agreement (Airxcel Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Designated Shareholders as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Eloquent Inc), Merger Agreement (FVC Com Inc), Agreement and Plan of Merger and Reorganization (Clarent Corp/Ca)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Stockholders as follows:
Appears in 4 contracts
Samples: Merger Agreement (Siebel Systems Inc), Agreement and Plan of Merger and Reorganization (Documentum Inc), Agreement and Plan of Merger and Reorganization (Rogue Wave Software Inc /Or/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Merger Agreement (Fortress Transportation & Infrastructure Investors LLC), Merger Agreement (Premier Financial Bancorp Inc), Merger Agreement (Pfbi Capital Trust)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent (subject to Section 6.15 of this Agreement) each hereby represents and warrant warrants to the Company as followsthat:
Appears in 3 contracts
Samples: Merger Agreement (Mitsubishi Ufj Financial Group Inc), Merger Agreement (Unionbancal Corp), Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company Shareholders as follows:
Appears in 3 contracts
Samples: Tender and Voting Agreement (Cascade Corp), Tender and Voting Agreement (Warren Holdings, LLC), Tender and Voting Agreement (Cascade Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent ------------------------------------------------------- and Merger Sub represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Merger Agreement (Armstrong World Industries Inc), Merger Agreement (Triangle Pacific Corp), Agreement and Plan of Merger (Armstrong World Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Previously Disclosed, Parent and Merger Sub hereby represent and warrant to the Company as follows:
Appears in 3 contracts
Samples: Merger Agreement (Falmouth Bancorp Inc), Merger Agreement (Independent Bank Corp), Merger Agreement (Abington Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsset forth in this Article III:
Appears in 2 contracts
Samples: Merger Agreement (Merit Medical Systems Inc), Merger Agreement (Quality Systems, Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Shareholders as followsset forth below:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (National Information Consortium), Agreement and Plan of Reorganization and Merger (National Information Consortium)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each, jointly and warrant severally, represents and warrants to the Company as followsthat:
Appears in 2 contracts
Samples: Merger Agreement (Entertainment Inc), Merger Agreement (Bison Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each represents and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Merger Agreement (Solta Medical Inc), Merger Agreement (Penn National Gaming Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent represents and Merger Sub represent and warrant warrants to the Company as followsCompany:
Appears in 2 contracts
Samples: Merger Agreement (Abbott Laboratories), Merger Agreement (Alere Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Each of Merger Sub represent and warrant Parent represents and warrants to the Company as follows:
Appears in 2 contracts
Samples: Merger Agreement (Chembio Diagnostics, Inc.), Agreement and Plan of Merger (TherapeuticsMD, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant warrants to the Company as follows:
Appears in 2 contracts
Samples: Strategic Alliance Agreement and Plan of Merger (Broadcom Corp), Agreement and Plan of Reorganization (Level One Communications Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to Securityholder and the Company as follows:
Appears in 2 contracts
Samples: Support Agreement (Cornerstone OnDemand Inc), Support Agreement (Cornerstone OnDemand Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Company as follows:: A-12
Appears in 2 contracts
Samples: Merger Agreement (Houston Biotechnology Inc), Merger Agreement (Medarex Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Shareholders as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (American Business Information Inc /De), Merger Agreement (Caere Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent jointly and warrant severally represents and warrants to the Company as followsthat:
Appears in 2 contracts
Samples: Merger Agreement (Dawson Geophysical Co), Merger Agreement (Inter Tel (Delaware), Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:.
Appears in 2 contracts
Samples: Merger Agreement (Everest Merger Sub, Inc.), Merger Agreement (Sport Chalet Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each hereby represents and warrant warrants to the Company as follows:: (a)
Appears in 2 contracts
Samples: Merger Agreement (Intel Corp), Merger Agreement (Chips & Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to SunEdison, Stockholder and the Company as followsthat:
Appears in 2 contracts
Samples: Merger Agreement (TerraForm Power, Inc.), Voting and Support Agreement (Terraform Global, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Subs represent and warrant to the Company as follows:
Appears in 2 contracts
Samples: Merger Agreement (Yelp Inc), Merger Agreement (Graphon Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby jointly and severally represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Merger Agreement (Material Sciences Corp), Merger Agreement (Integramed America Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Designated Stockholders as follows:
Appears in 2 contracts
Samples: Merger Agreement (Wind River Systems Inc), Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsset forth below:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company Corporation as follows:
Appears in 1 contract
Samples: Merger Agreement (Heico Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. The Parent and the Merger Sub Sub, jointly and severally, represent and warrant to the Company and the Shareholder as follows:
Appears in 1 contract
Samples: Merger Agreement (Equity Compression Services Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company Stockholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as Previously Disclosed, Parent and Merger Sub represent hereby represents and warrant warrants to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:: 3270196v3
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and to the holders of Company Common Stock, Vested Company Options and Unvested Company Options as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Asyst Technologies Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, on a joint and several basis, to the Company and Sellers as follows:
Appears in 1 contract
Samples: Merger Agreement (PAE Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company and the Company Stockholders as follows:
Appears in 1 contract
Samples: Merger Agreement (Cmgi Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to SunEdison, Stockholders and the Company as followsthat:
Appears in 1 contract
Samples: Voting and Support Agreement (TerraForm Power, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsthat:
Appears in 1 contract
Samples: Merger Agreement (Stanley, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Principals as follows:
Appears in 1 contract
Samples: Merger Agreement (Technology 80 Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company and the Equityholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Company as followsCompany:
Appears in 1 contract
Samples: Merger Agreement (Wellpoint Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent Sub, jointly and warrant severally, represents and warrants to the Company as follows:
Appears in 1 contract
Samples: Merger Agreement (Sun Pharmaceutical Industries LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub jointly and severally represent and warrant to the Company Company, the Partnership and the Partnership Merger Sub as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company as follows:that: Section 5.01.
Appears in 1 contract
Samples: Merger Agreement
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As a material inducement to the Company to enter into and perform its obligations under this Agreement, Parent and Merger Sub Sub, on a joint and several basis, hereby represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, each of Parent and Merger Sub hereby represent and warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as follows:follows (with the understanding that the Company is relying materially on such representations and warranties in entering into and performing this Agreement):
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Company and the Shareholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company Company, the LLCs, the Stockholders and the Members as follows:
Appears in 1 contract
Samples: Merger Agreement (Ebay Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:
Appears in 1 contract
Samples: Merger Agreement (Renren Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As a material inducement to the Company to enter into this Agreement, each of Parent and Merger Sub represent hereby represents and warrant warrants to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant as follows to the Shareholders and the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and each Merger Sub represent and warrant to the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the stockholders of the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sanctuary Woods Multimedia Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as followsset forth below:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent hereby make the following representations and warrant warranties to the Company as followsCompany:
Appears in 1 contract
