REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders that:
Appears in 32 contracts
Samples: Merger Agreement (Revance Therapeutics, Inc.), Tender and Support Agreement (Revance Therapeutics, Inc.), Tender and Support Agreement (Morphic Holding, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Stockholders thatCompany Stockholder as follows:
Appears in 24 contracts
Samples: Merger Agreement (IntraLinks Holdings, Inc.), Merger Agreement (Synchronoss Technologies Inc), Tender and Support Agreement (IntraLinks Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby, jointly and warrant severally, represents and warrants to the Stockholders thatStockholder as follows:
Appears in 19 contracts
Samples: Merger Agreement (Harmony Biosciences Holdings, Inc.), Merger Agreement (Harmony Biosciences Holdings, Inc.), Tender and Support Agreement (Zynerba Pharmaceuticals, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to each of the Stockholders Stockholders, jointly and severally, that:
Appears in 10 contracts
Samples: Tender and Support Agreement (Trecora Resources), Tender and Support Agreement, Tender and Support Agreement (Dover Motorsports Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Stockholders Stockholder, jointly and severally, that:
Appears in 7 contracts
Samples: Tender and Support Agreement (Science 37 Holdings, Inc.), Tender and Support Agreement (Science 37 Holdings, Inc.), Tender and Support Agreement (Science 37 Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders each Stockholder that:
Appears in 7 contracts
Samples: Tender and Support Agreement (Goodrich Petroleum Corp), Tender and Support Agreement (Anchorage Capital Group, L.L.C.), Tender and Support Agreement (Goodrich Petroleum Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Stockholders Shareholders, jointly and severally, that:
Appears in 6 contracts
Samples: Tender and Support Agreement (Oepx, LLC), Tender and Support Agreement (X Rite Inc), Tender and Support Agreement (X Rite Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Stockholders Shareholders that:
Appears in 5 contracts
Samples: Rights Agreement (K Tron International Inc), Merger Agreement (K Tron International Inc), Merger Agreement (Hillenbrand, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Stockholders Stockholders, jointly and severally, and the Company that:
Appears in 5 contracts
Samples: Tender and Support Agreement (Southwall Technologies Inc /De/), Tender and Support Agreement (Solutia Inc), Tender and Support Agreement (Solutia Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders thatStockholder:
Appears in 5 contracts
Samples: Tender and Support Agreement (Innoviva, Inc.), Tender and Support Agreement (Innoviva, Inc.), Tender and Support Agreement (Cogentix Medical Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders thatas follows:
Appears in 4 contracts
Samples: Voting and Support Agreement (Heritage-Crystal Clean, Inc.), Voting and Support Agreement (Global Payments Inc), Voting and Support Agreement (Global Payments Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders thatCompany and its stockholders as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (International Network Services), Agreement and Plan of Reorganization (Corsair Communications Inc), Merger Agreement (Intervisual Books Inc /Ca)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Xxxxxx Sub represent and warrant to the Stockholders Stockholder that:
Appears in 3 contracts
Samples: Support Agreement (Benefitfocus, Inc.), Support Agreement (Voya Financial, Inc.), Support Agreement (Voya Financial, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Stockholders that:
Appears in 3 contracts
Samples: Tender and Support Agreement (Zeff Capital, LP), Tender and Support Agreement (TSR Inc), Tender and Support Agreement (TSR Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders Stockholder that:
Appears in 3 contracts
Samples: Voting Agreement (TriVascular Technologies, Inc.), Voting Agreement (Endologix Inc /De/), Support Agreement (Idenix Pharmaceuticals Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub Sub, jointly and several, represent and warrant to the Stockholders thateach Stockholder as to itself as follows:
Appears in 3 contracts
Samples: Support Agreement (Tenzing Global Management, LLC), Support Agreement (Care.com Inc), Support Agreement (Iac/Interactivecorp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby jointly and severally represent and warrant to the Stockholders thatStockholder as follows:
Appears in 3 contracts
Samples: Stockholder Agreement (Fil Acquisition Corp), Stockholder Agreement (Fil Acquisition Corp), Stockholder Agreement (Fil Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Stockholders thatStockholder as follows:
Appears in 2 contracts
Samples: Voting Agreement (Somera Communications Inc), Stockholder Agreement (Sind Acquisition Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Parent SEC Reports, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company and the Stockholders that:
Appears in 2 contracts
Samples: Merger Agreement (Dycom Industries Inc), Merger Agreement (Dycom Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, hereby represent and warrant to the Stockholders thatas follows:
Appears in 2 contracts
Samples: Merger Agreement (Adam Inc), Merger Agreement (Adam Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent each represents and warrant warrants to the Stockholders thatStockholder as follows:
Appears in 2 contracts
Samples: Support Agreement (General Electric Capital Corp), Support Agreement (Publicis Groupe Sa)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub Sub, jointly and several, represent and warrant to the Stockholders thatStockholder as to itself as follows:
Appears in 2 contracts
Samples: Support Agreement (Wegman Toby), Support Agreement (Endo International PLC)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders thatCompany as follows, to and for the benefit of the Holder Indemnitees, as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Myriad Genetics Inc), Agreement and Plan of Merger (Churchill Downs Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent represents and warrant warrants to the Stockholders Stockholder that:
Appears in 2 contracts
Samples: Tender Support Agreement (Mitel Networks Corp), Tender Support Agreement (ShoreTel Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Stockholders Shareholder that:
Appears in 2 contracts
Samples: Voting Agreement (Silverleaf Resorts Inc), Voting Agreement (Silverleaf Resorts Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders Shareholders that:
Appears in 2 contracts
Samples: Tender and Support Agreement (Bsquare Corp /Wa), Tender and Support Agreement (Computer Task Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders thatSelling Stockholder as follows:
Appears in 1 contract
Samples: Merger Agreement (NantKwest, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders thatCompany, to and for the benefit of the Stockholder Indemnitees, as follows:
Appears in 1 contract
Samples: Merger Agreement (PMR Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent hereby represents and warrant warrants to each of the Stockholders thatas follows:
Appears in 1 contract
Samples: Voting Agreement (Geo Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally hereby represent and warrant to the Company and the Preferred Stockholders thatas follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders thatCompany and Principal Shareholders, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Data Dimensions Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company and the Stockholders thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Globalscape Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Stockholders that:
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 Stockholders thatStockholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Resmed Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Stockholders thatas 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 and the Principal Stockholders thatas 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 Stockholders thatSupporting 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 Stockholders that:and Xxxxxx as follows: 4.1
Appears in 1 contract
Samples: Merger Agreement (Intest Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Stockholders Stockholder that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders Shareholders that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Company and the Stockholders thatas follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Management Network Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub Sub, jointly and severally, represent and warrant to the Stockholders thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Allaire Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant warrant, jointly and severally, to the Company and the Voting Stockholders that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to each of the Stockholders Shareholders that:
Appears in 1 contract
Samples: Voting and Support Agreement (Uqm Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders Shareholders that:
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 and the Stockholders thatas 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 Stockholders thatStockholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represent and warrant to the Stockholders thatStockholder, jointly and severally, as follows:
Appears in 1 contract
Samples: Tender and Support Agreement (Poseida Therapeutics, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to each Stockholder and to the Stockholders Fund that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent hereby represents and Merger Sub represent and warrant warrants to the Stockholders thateach Stockholder as follows:
Appears in 1 contract
Samples: Tender and Support Agreement (United Rentals, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Stockholders each Stockholder that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company and the Stockholders that:
Appears in 1 contract
Samples: Merger Agreement (Optika Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company and the Major Stockholders thatas follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sagent Technology 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 Controlling Stockholders thatas follows:
Appears in 1 contract
Samples: Merger Agreement (Atmi Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders thatCompany and the Stockholder Representative, in her capacity as representative of the Stockholders, as follows:
Appears in 1 contract
Samples: Merger Agreement (NantKwest, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Stockholders thatCompany and each of the Equity Holders, including but not limited to the Designated Shareholders as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Lightspan Inc)
