REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to the Company as follows:
Appears in 29 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Zogenix, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company as follows:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (American Medical Alert Corp), Agreement and Plan of Merger (Impac Medical Systems Inc), Agreement and Plan of Reorganization (Argonaut Technologies Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub Sub, jointly and severally, hereby represents and warrants to the Company as follows:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Zhongpin Inc.), Agreement and Plan of Merger (Zhongpin Inc.), Agreement and Plan of Merger (Winner Medical Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to the Company as followsthat:
Appears in 7 contracts
Samples: Agreement of Merger (Mellanox Technologies, Ltd.), Agreement of Merger (Ezchip Semiconductor LTD), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally represent and warrant to the Company as follows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Journal Media Group, Inc.), Agreement and Plan of Merger (Gannett Co., Inc.), Agreement and Plan of Merger (Associated Materials Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants warrants, jointly and severally, to the Company as follows:
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (SFBC International Inc), Agreement and Plan of Merger (Fastentech Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Except as set forth in the Schedules, Parent and Merger Sub hereby represents Sub, jointly and warrants severally, represent and warrant to the Company as follows:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally represent and warrant to the Company as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fortress Transportation & Infrastructure Investors LLC), Agreement and Plan of Merger (Pfbi Capital Trust), Agreement and Plan of Merger (Premier Financial Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as set forth in the disclosure schedule delivered to the Company by Parent simultaneously with the execution and delivery of this Agreement, each of Parent and Merger Sub hereby jointly and severally represents and warrants to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Topps Co Inc), Agreement and Plan of Merger (Topps Co Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby each, jointly and severally, represents and warrants to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Entertainment Inc), Agreement and Plan of Merger (United Pan Europe Communications Nv), Agreement and Plan of Merger (Bison Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally represent and warrant to the Company as followsof the date hereof that:
Appears in 3 contracts
Samples: The Agreement and Plan of Merger (iKang Healthcare Group, Inc.), The Agreement and Plan of Merger (iKang Healthcare Group, Inc.), The Agreement and Plan of Merger (iKang Healthcare Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub (subject to Section 6.15 of this Agreement) each hereby represents and warrants to the Company as followsthat:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mitsubishi Ufj Financial Group Inc), Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD), Agreement and Plan of Merger (Unionbancal Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub Sub, jointly and severally, hereby represents represent and warrants warrant to the Company as follows:: A-12
Appears in 2 contracts
Samples: Term Page (Houston Biotechnology Inc), Exhibit 99 (Medarex Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub each hereby represents jointly and warrants severally represent and warrant to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Material Sciences Corp), Agreement and Plan of Merger (Integramed America Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub each hereby represents and warrants to the Company as follows:: (a)
Appears in 2 contracts
Samples: Annex B Agreement and Plan of Merger (Chips & Technologies Inc), 1 Agreement and Plan of Merger (Intel Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally represent and warrant to SunEdison, Stockholder and the Company as followsthat:
Appears in 2 contracts
Samples: Merger and Sponsorship Transaction Agreement (TerraForm Power, Inc.), Voting and Support Agreement (Terraform Global, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby jointly and severally represents and warrants to the Company as followsthat:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dawson Geophysical Co), Agreement and Plan of Merger (Inter Tel (Delaware), Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby jointly and severally represents and warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hard Rock Hotel Inc), Agreement and Plan of Merger (Morgans Hotel Group Co.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each Except as otherwise set forth in the Parent Disclosure Letter (as defined in Section 3.2(b)), each of Parent and Merger Sub hereby represents and warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Multifoods Corp), Agreement and Plan of Merger (Smucker J M Co)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and ------------------------------------------------------- Merger Sub each hereby represents and warrants to the Company as follows:: (a)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Fluor Daniel Gti Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby and Parent represents and warrants to the Company as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chembio Diagnostics, Inc.), Agreement and Plan of Merger (TherapeuticsMD, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants represent to the Company as follows:
Appears in 1 contract
Samples: Merger Agreement (Renren Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents represent and warrants 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 each hereby represents represent and warrants warrant to the Company as follows:that: Section 5.01.
Appears in 1 contract
Samples: Agreement and Plan of Merger
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to the Company as followsCompany:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby each hereby, jointly and severally, represents and warrants to the Company as followsset forth in this Section 3.2:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Coinmach Service Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally represent and warrant to the Company Company, the Partnership and the Partnership Merger Sub as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (NorthStar Realty Europe Corp.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents represent and warrants 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 hereby represents jointly and severally represents, warrants and covenants to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Livongo Health, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to the Company and Shareholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally make the following representations and warranties to each Company and the Company as follows:Shareholders.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally represent and warrant to the Company and the Company Stockholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and ------------------------------------------------------- Merger Sub each hereby represents and warrants to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ratos Acquisition Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company Stockholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally represent and warrant to the Company as follows:: 3270196v3
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gateway Energy Corp/Ne)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants 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. Each of Parent and Merger Sub hereby represents represent and warrants warrant as follows to the Shareholders and the Company as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adaptive Medias, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants severally represent and warrant to the Company Company, the LLCs, the Stockholders and the Members as follows:
Appears in 1 contract
Samples: Ebay Inc
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby Sub, jointly and severally, represents and warrants to the Company as follows:
Appears in 1 contract
Samples: Agreement of Merger (Sun Pharmaceutical Industries LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of 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 represents represent and warrants warrant to the Company as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arrowhead Research Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each 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 represents represent and warrants warrant to the Company as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each As a material inducement to the Company to enter into this Agreement, each of Parent and Merger Sub hereby represents and warrants to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mentor Graphics Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub Sub, jointly and severally, hereby represents represent and warrants warrant to the Company Company, as of the date hereof, as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (ZeroFox Holdings, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby hereby, jointly and severally, represents and warrants to the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mediacom Communications Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents jointly and warrants 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. Each of Parent and Merger Sub hereby jointly and severally represents and warrants to the Company and the stockholders of the Company as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Concord Communications Inc)
