REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
Appears in 66 contracts
Samples: Merger Agreement (Ruhnn Holding LTD), Merger Agreement (Highpower International, Inc.), Merger Agreement (Kongzhong Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company that:
Appears in 48 contracts
Samples: Merger Agreement (Avangrid, Inc.), Merger Agreement (Deciphera Pharmaceuticals, Inc.), Merger Agreement (Concert Pharmaceuticals, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 44 contracts
Samples: Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Asensus Surgical, Inc.), Agreement and Plan of Merger (Inhibrx, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
Appears in 37 contracts
Samples: Merger Agreement (Brightcove Inc), Merger Agreement (Tzuo Tien), Merger Agreement (Zuora Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:
Appears in 36 contracts
Samples: Merger Agreement (Navigators Group Inc), Merger Agreement (Hartford Financial Services Group Inc/De), Merger Agreement (Spectranetics Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Company that:
Appears in 13 contracts
Samples: Merger Agreement (Stealth BioTherapeutics Corp), Merger Agreement (Rogers Corp), Merger Agreement
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Each of Parent and Merger Sub herebySub, jointly and severally, represent hereby represents and warrant warrants to the Company thatas follows:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Zhongpin Inc.), Merger Agreement (Zhongpin Inc.), Merger Agreement (Winner Medical Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatCompany, as follows:
Appears in 9 contracts
Samples: Merger Agreement (Powerschool Holdings, Inc.), Merger Agreement (Sybase Inc), Merger Agreement (Extended Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand the Shareholders as follows:
Appears in 8 contracts
Samples: Merger Agreement (Brickman Group LTD), Merger Agreement (Invision Technologies Inc), Agreement and Plan of Merger and Reorganization (Accrue Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally hereby represent and warrant to the Company thatas follows:
Appears in 7 contracts
Samples: Merger Agreement (Whole Earth Brands, Inc.), Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Quality Care Properties, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, each represent and warrant to the Company thatas follows:
Appears in 7 contracts
Samples: Merger Agreement (Supernus Pharmaceuticals Inc), Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Hecla Mining Co/De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Each of Parent and Merger Sub hereby, jointly hereby represents and severally, represent and warrant warrants to the Company that:
Appears in 7 contracts
Samples: Merger Agreement (Mellanox Technologies, Ltd.), Merger Agreement (Ezchip Semiconductor LTD), Merger Agreement (Teva Pharmaceutical Industries LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, each hereby represent and warrant to the Company thatas follows:
Appears in 7 contracts
Samples: Merger Agreement (Forest City Realty Trust, Inc.), Merger Agreement (Emulex Corp /De/), Merger Agreement (Idt Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant warrant, on a joint and several basis, to the Company thatas follows:
Appears in 6 contracts
Samples: Merger Agreement (Digital Realty Trust, L.P.), Merger Agreement (Genpact LTD), Agreement and Plan of Merger (Logan's Roadhouse of Kansas, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 6 contracts
Samples: Merger Agreement (Journal Media Group, Inc.), Merger Agreement (Gannett Co., Inc.), Merger Agreement (Associated Materials Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatCompany:
Appears in 6 contracts
Samples: Merger Agreement (Pc Tel Inc), Merger Agreement (Pc Tel Inc), Merger Agreement (Startek, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Company thatas follows:
Appears in 5 contracts
Samples: Merger Agreement (Computer Sciences Corp), Merger Agreement (Starbase Corp), Merger Agreement (Covansys Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company thaton the date of this Agreement as follows:
Appears in 5 contracts
Samples: Acquisition Agreement (Zebra Technologies Corp/De), Acquisition Agreement (Fargo Electronics Inc), Acquisition Agreement (Fargo Electronics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company that:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Prologis, L.P.), Agreement and Plan of Merger (Industrial Property Trust Inc.), Merger Agreement (Prologis, L.P.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company Company, that:
Appears in 5 contracts
Samples: Merger Agreement (Rosemore Inc), Merger Agreement (Crown Central Petroleum Corp /Md/), Merger Agreement (Crown Central Petroleum Corp /Md/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Each of Parent and Merger Sub hereby, hereby jointly and severally, represent severally represents and warrant warrants to the Company that:
Appears in 4 contracts
Samples: Merger Agreement (Par Pharmaceutical Companies, Inc.), Merger Agreement (Workgroup Technology Corp), Merger Agreement (Softech Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement In order to induce the Company to enter into and perform this AgreementAgreement and the other Operative Documents, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatas follows in this Article III:
Appears in 4 contracts
Samples: Merger Agreement (HouseValues, Inc.), Merger Agreement (F5 Networks Inc), Merger Agreement (Primus Knowledge Solutions Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:as follows (it being understood that the representations and warranties with respect to Merger Sub are made effective only upon, and as of, the execution of the Joinder (as defined below) by Merger Sub):
Appears in 3 contracts
Samples: Merger Agreement (Zix Corp), Merger Agreement (True Wind Capital, L.P.), Merger Agreement (Open Text Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:: 59
Appears in 3 contracts
Samples: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Each of Parent and Merger Sub herebySub, jointly and severally, represent hereby represents and warrant warrants to the Company that:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gevity Hr Inc), Agreement and Plan of Merger (Aeroflex Inc), Merger Agreement (Bradley Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatAcquired Companies as follows:
Appears in 3 contracts
Samples: Merger Agreement (Dot Hill Systems Corp), Merger Agreement (Websense Inc), Merger Agreement (Ditech Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 3 contracts
Samples: Merger Agreement (Chesapeake Utilities Corp), Merger Agreement (Quidel Corp /De/), Merger Agreement (Apple Computer Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement In order to induce the Company to enter into and perform this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:as follows.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Zillow Inc), Merger Agreement (Zillow Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 3 contracts
Samples: Merger Agreement (Gasco Energy Inc), Merger Agreement (Newfield Exploration Co /De/), Merger Agreement (Packaged Ice Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand the Shareholder as follows:
Appears in 3 contracts
Samples: Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Each of Parent and Merger Sub hereby, jointly and severally, represent severally represents and warrant warrants to the Company thatas follows:
Appears in 3 contracts
Samples: Merger Agreement (Innophos Holdings, Inc.), Merger Agreement (Ubiquitel Inc), Agreement and Plan of Reorganization (Red Hat Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and the Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 3 contracts
Samples: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.), Merger Agreement (SP Bancorp, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement In order to the Company induce Parent to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Company thatas follows:
Appears in 3 contracts
Samples: Merger Agreement (Elantec Semiconductor Inc), Merger Agreement (Onesource Information Services Inc), Merger Agreement (Intersil Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebyhereby represent and warrant, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 3 contracts
Samples: Merger Agreement (Parker Hannifin Corp), Merger Agreement (Telecommunication Systems Inc /Fa/), Merger Agreement (Horizon CMS Healthcare Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, each represent and warrant to the Company thatCompany:
Appears in 3 contracts
Samples: Merger Agreement (Momentive Performance Materials Inc.), Merger Agreement (Momentive Performance Materials Inc.), Merger Agreement (Cbeyond, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and the Merger Sub herebySub, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Merger Agreement (Fly Leasing LTD), Merger Agreement (Hewlett Packard Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company severally, but not jointly, that:
Appears in 2 contracts
Samples: Merger Agreement (Greka Energy Corp), Merger Agreement (Greka Energy Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an a material inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Merger Agreement (Great Plains Holdings, Inc.), Agreement and Plan of Merger (Sba Communications Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:as set forth below.
Appears in 2 contracts
Samples: Merger Agreement (Kindred Biosciences, Inc.), Merger Agreement (Elanco Animal Health Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand the Signing Shareholders as follows:
Appears in 2 contracts
Samples: Merger Agreement (Inhale Therapeutic Systems Inc), Merger Agreement (Zitel Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company and the Sole Shareholder that:
Appears in 2 contracts
Samples: Merger Agreement (Retek Inc), Merger Agreement (HNC Software Inc/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company that:as set forth in this Article IV.
Appears in 2 contracts
Samples: Merger Agreement (Industrial Logistics Properties Trust), Merger Agreement (Monmouth Real Estate Investment Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, The Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
Appears in 2 contracts
Samples: Merger Agreement (ExlService Holdings, Inc.), Merger Agreement (ExlService Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company thatCompany, as follows:
Appears in 2 contracts
Samples: Merger Agreement (Motive Inc), Merger Agreement (Fusion Medical Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebyhereby represent and warrant, jointly and severally, represent and warrant to the Company that:
Appears in 2 contracts
Samples: Merger Agreement (Diamond Resorts International, Inc.), Merger Agreement (Serena Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into Except as expressly set forth in this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:
Appears in 2 contracts
Samples: Merger Agreement (United Industrial Corp /De/), Merger Agreement (Textron Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Each of Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to Company and the Company thatShareholders as follows:
Appears in 2 contracts
Samples: Merger Agreement (Geisel Brian R), Merger Agreement (Goldleaf Financial Solutions Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub (when established) hereby, jointly and severally, represent and warrant to the Company that:
Appears in 2 contracts
Samples: Merger Agreement (RDA Microelectronics, Inc.), Merger Agreement (Spreadtrum Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an a material inducement to the Company to enter into execute this AgreementAgreement and to consummate the Merger and the other transactions contemplated hereby, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Merger Agreement (Endeavour International Corp), Merger Agreement (Continental Southern Resources Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly and severally, hereby represent and warrant to the Company thatCompany:
Appears in 2 contracts
Samples: Merger Agreement (Workflow Management Inc), Merger Agreement (Workflow Management Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand the Company Shareholders as follows:
Appears in 2 contracts
Samples: Merger Agreement (Messagemedia Inc), Merger Agreement (Softbank Holdings Inc Et Al)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, each hereby represent and warrant to the Company thatCompany:
Appears in 2 contracts
Samples: Merger Agreement (Tegna Inc), Merger Agreement (Zebra Technologies Corp/De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into Except as set forth in this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that:
Appears in 2 contracts
Samples: Merger Agreement (Watson Pharmaceuticals Inc), Merger Agreement (Andrx Corp /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and the Merger Sub hereby, jointly and severally, severally represent and warrant to the Company that, except as set forth in the Schedules to this Agreement:
Appears in 2 contracts
Samples: Merger Agreement (Fti Consulting Inc), Merger Agreement (Readers Digest Association Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas of the date of this Agreement as follows:
Appears in 2 contracts
Samples: Merger Agreement (Panoramic Care Systems Inc), Merger Agreement (Esoft Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company that:Company, as follows (such representations and warranties of Merger Sub to be true, correct and complete as of the date that Merger Sub executes and delivers the Agreement to the Company):
Appears in 2 contracts
Samples: Merger Agreement (Kimball International Inc), Merger Agreement (Reptron Electronics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly on a joint and severallyseveral basis, represent and warrant to the Company that:
Appears in 2 contracts
Samples: Merger Agreement (GLORY STAR NEW MEDIA GROUP HOLDINGS LTD), Merger Agreement (Fuling Global Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement In order to induce the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Merger Agreement (At&t Inc.), Merger Agreement (Superclick Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an a material inducement to the Company to enter into and perform its obligations under this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 2 contracts
Samples: Merger Agreement (SPX Technologies, Inc.), Merger Agreement (Methode Electronics Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebyrepresent and warrant to the Company, jointly and severally, represent and warrant to the Company that:as set forth in this Article IV.
Appears in 2 contracts
Samples: Merger Agreement (MWI Veterinary Supply, Inc.), Merger Agreement (Amerisourcebergen Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to Holdings and the Company thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Packeteer Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an a material inducement to the Company to enter into and perform its obligations under this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatand the Representative (on behalf of and for the benefit of the Company Stockholders and Participating Optionholders) as follows:
Appears in 1 contract
Samples: Merger Agreement (DST Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly and severally, hereby represent and warrant to the Company that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly and severally, hereby represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub each hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Trecora Resources)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this AgreementAgreement and consummate the transactions contemplated hereby, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Epiq Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement In order to induce the Company to enter into and perform this AgreementAgreement and to consummate the Contemplated Transactions, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Opko Health, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to of the Company to enter into date of this AgreementAgreement and at the Effective Time, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Frozen Food Express Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement In order to induce the Company and the Company Members to enter into this AgreementAgreement and to consummate the transactions contemplated hereby, Parent and Merger Sub herebySub, severally and jointly and severallywith each other, hereby represent and warrant to as of the Company thatdate hereof and as of the Closing Date as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement In order to induce the Company to enter into and perform this AgreementAgreement and to consummate the Contemplated Transactions, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Company thatand its Stockholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company thatIndemnitees as follows:
Appears in 1 contract
Samples: Merger Agreement (Medibuy Com Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Each of Parent and Merger Sub hereby, hereby jointly and severally, represent severally represents and warrant warrants to the Company thatCompany:
Appears in 1 contract
Samples: Merger Agreement (Thomas Nelson Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company thatand the Sole Shareholder as follows:
Appears in 1 contract
Samples: Merger Agreement (Software Com Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Company thatCompany, as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Each of Parent and Merger Sub hereby, jointly and severally, represent severally represents and warrant warrants to the Company thatand the stockholders of the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Concord Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to Company and the Company Majority Shareholders to enter into and perform this Agreement, Parent and Merger Sub herebySub, jointly and severally, represent hereby represent, warrant and warrant to the Company thatcovenant as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Merger Agreement (MEDecision, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebySub, jointly and severally, represent and warrant to the Company thatCompany:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this AgreementParent, Parent Merger Sub and Merger Sub hereby, Partnership hereby jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement In order to induce the Company to enter into and perform this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebyrepresent and warrant, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Prab Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement The Company represents and warrants to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
SECTION 5.01 Corporate Organization
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement In order to induce the Company to enter into and perform this AgreementAgreement and to consummate the transactions contemplated hereby, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Allstate Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Each of Parent and Merger Sub hereby, jointly and severally, represent represents and warrant warrants to the Company thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to to, and for the benefit of, the Company thatand the Shareholders as follows:
Appears in 1 contract
Samples: Merger Agreement (Sbe Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severallyseverally represent, represent and warrant to the and agree with Company thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Mro Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Stockholders and the Company that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company thatand Shareholders as follows:
Appears in 1 contract
Samples: Merger Agreement (Microwave Transmission Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Stockholders, the Optionholders, the Representative and the Company as of the date of this Agreement and as of the Closing Date, that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant warrant, on a joint and several basis, to the Company thatand each of the Unitholders as follows:
Appears in 1 contract
Samples: Merger Agreement (Fat Brands, Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement In order to induce the Company to enter into this AgreementAgreement and to consummate the transactions contemplated hereby, each of Parent and Merger Sub herebySub, jointly and severally, represent make the representations and warrant warranties set forth below to the Company that:Company.
Appears in 1 contract
Samples: Merger Agreement (Ivax Corp /De)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company Company, as applicable, that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, hereby represent and warrant to the Stockholders, Optionholders and the Company that, as of the date hereof and as of the Closing:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to To induce the Company to enter into this AgreementAgreement and to consummate the transactions contemplated hereby, as of the date hereof and as of the Closing Date, Parent and Merger Sub hereby, jointly and severally, represent severally make the representations and warrant to the Company that:warranties set forth in this Article V.
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this AgreementAgreement and consummate the transactions contemplated hereby, Parent and Merger Sub hereby, jointly and severally, each represent and warrant to the Company thatand the Major Holders as of the date hereof as follows:
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Samples: Merger Agreement (Rimage Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, hereby jointly and severally, severally represent and warrant to the Company thatand the Shareholder as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub hereby, jointly and severally, each represent and warrant to the Company that:as follows (with the understanding that the Company is relying materially on each such representation and warranty in entering into and performing this Agreement):
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to For the purpose of inducing the Company to enter into this AgreementAgreement and to consummate the transactions contemplated hereby, Parent and Merger Sub hereby, jointly and severally, severally represent and warrant to the Company and the Shareholders’ Representative for the benefit of the Holders that:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. As an inducement to the Company to enter into this Agreement, Parent and Merger Sub herebyrepresent and warrant, jointly and severally, represent and warrant to the Company that:
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