REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as follows:
Appears in 33 contracts
Samples: Sponsor Support Agreement, Voting and Support Agreement (Meier G. Troy), Voting and Support Agreement (Superior Drilling Products, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Shareholder as follows:
Appears in 31 contracts
Samples: Agreement and Plan of Merger (ICC Holdings, Inc.), Agreement and Plan of Merger (ICC Holdings, Inc.), Voting Agreement (Chase Peter R)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders each Shareholder as follows:
Appears in 18 contracts
Samples: Support Agreement (Blackstone Holdings II L.P.), Support Agreement (Unitedhealth Group Inc), Support Agreement (Wyndham Worldwide Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsShareholder:
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Numerex Corp /Pa/), Agreement and Plan of Merger (Sierra Wireless Inc), Voting Agreement (Perry Ellis International, Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholders Shareholder as follows:
Appears in 11 contracts
Samples: Shareholder Agreement (Compaq Interests Inc), Shareholder Agreement (Compaq Interests Inc), Shareholder Agreement (Compaq Interests Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as follows:
Appears in 11 contracts
Samples: Voting Agreement (IESI-BFC LTD), Voting Agreement (IESI-BFC LTD), Voting Agreement (Atticus Capital LP)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Shareholder as follows:
Appears in 10 contracts
Samples: Voting and Support Agreement (Park National Corp /Oh/), Voting and Support Agreement (Sirius International Insurance Group, Ltd.), Voting and Support Agreement (Third Point Reinsurance Ltd.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Company Shareholder as follows:
Appears in 9 contracts
Samples: Voting and Support Agreement (Peak Resorts Inc), Voting, Support and Consent Agreement (Peak Resorts Inc), Voting and Support Agreement (Peak Resorts Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followseach Shareholder that:
Appears in 7 contracts
Samples: Agreement of Merger (Xenith Bankshares, Inc.), Voting Agreement (Xenith Bankshares, Inc.), Agreement and Plan of Merger (Schein Henry Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders each Shareholder as follows:
Appears in 7 contracts
Samples: Voting and Support Agreement (Keysight Technologies, Inc.), Voting and Support Agreement (Ixia), Voting and Support Agreement (Keysight Technologies, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Company and each Shareholder as follows:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Bisys Group Inc), Agreement and Plan of Merger (Bisys Group Inc), Agreement and Plan of Merger (Bisys Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Shareholder that as of the Shareholders date hereof and as followsof the Closing:
Appears in 7 contracts
Samples: Consortium Agreement (Yili Shengda Investment Holdings (Hong Kong) Co LTD), Rollover and Support Agreement (Zeng Jason Liqing), Rollover and Support Agreement (Zeng Jason Liqing)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsStockholders that:
Appears in 6 contracts
Samples: Form of Tender and Support Agreement (Ironwood Pharmaceuticals Inc), Voting Agreement (Allstate Corp), Inducement Agreement (Avnet Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followseach Shareholder:
Appears in 5 contracts
Samples: Voting Agreement (Mercantile Bankshares Corp), Shareholder Agreement (Relational Investors LLC), Shareholders Agreement (Eppendorf INC)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Shareholder, as followsof the date hereof that:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ingredion Inc), Agreement and Plan of Merger (Penford Corp), Voting and Support Agreement (Seacor Holdings Inc /New/)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followseach Shareholder that:
Appears in 4 contracts
Samples: Voting Agreement (Yuqing Jing), Voting Agreement (Chen Chris Shuning), Voting Agreement (Chen Chris Shuning)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsShareholder that:
Appears in 4 contracts
Samples: Shareholder Lock Up Agreement (Mitel Networks Corp), Agreement and Plan of Merger (Matria Healthcare Inc), Voting Agreement (Inverness Medical Innovations Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Shareholder that as followsof the date hereof and as of the Closing:
Appears in 4 contracts
Samples: Support Agreement (ChinaEquity USD Fund I L.P.), Support Agreement (Cnshangquan E-Commerce Co., Ltd.), Support Agreement (ChinaEquity USD Fund I L.P.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to Company and the Shareholders as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as follows:
Appears in 3 contracts
Samples: Merger Agreement (Hilb Rogal & Hamilton Co /Va/), Agreement of Merger (Hilb Rogal & Hamilton Co /Va/), Agreement of Merger (Hilb Rogal & Hamilton Co /Va/)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Shareholder as follows:
Appears in 3 contracts
Samples: Agreement of Merger (Hilb Rogal & Hamilton Co /Va/), Voting and Support Agreement (Hain Celestial Group Inc), Voting and Support Agreement (Spectrum Organic Products Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to Seller and each of the Shareholders Stockholders as follows:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Protocol Communications Inc), Asset Purchase Agreement (Protocol Communications Inc), Asset Purchase Agreement (Protocol Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsShareholder:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp), Voting Agreement (Mercantile Bankshares Corp), Voting Agreement (Monroe James Bancorp Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each of the Contributing Shareholders as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Critical Path Inc), Conversion and Contribution Agreement (Critical Path Inc), Conversion and Contribution Agreement (General Atlantic LLC)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents makes the following representations and warrants warranties to the Shareholders as followsShareholders:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Techteam Inc /De/), Stock Exchange Agreement and Agreement and Plan of Merger (National Techteam Inc /De/)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsShareholder and the Company that:
Appears in 2 contracts
Samples: Voting and Support Agreement (Brookfield Reinsurance Ltd.), Voting and Support Agreement (Argo Group International Holdings, Ltd.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Companies and the Shareholders as follows:
Appears in 2 contracts
Samples: Share Exchange Agreement, Canadian Share Exchange Agreement (Ideal Accents Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsStockholders and the Manager:
Appears in 2 contracts
Samples: Support Agreement (P2 Capital Partners, LLC), Support Agreement (Epiq Systems Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Stockholder and the Trustee as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asahi America Inc), Stockholder Agreement (Midnight Acquisition Holdings Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Company and the Stockholders as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Interests Purchase Agreement (Fortissimo Acquisition Corp.), Agreement and Plan of Merger (Bisys Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to Seller and the Shareholders as follows:
Appears in 2 contracts
Samples: Asset Purchase Agreement (M2direct Inc), Agreement and Plan of Merger (M2direct Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to Companies and the Shareholders as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Company and the Selling Shareholders as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MJD Communications Inc), Agreement and Plan of Merger (MJD Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsthat:
Appears in 2 contracts
Samples: Voting Agreement (OneBeacon Insurance Group, Ltd.), Voting Agreement (White Mountains Insurance Group LTD)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsStockholder and Company that:
Appears in 2 contracts
Samples: Support Agreement (Regado Biosciences Inc), Support Agreement (Regado Biosciences Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Company and the Selling Stockholders as follows, with the knowledge and understanding that the Company and the Selling Stockholders are relying materially on such representations and warranties:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Robotic Vision Systems Inc), Agreement and Plan (Mni Group Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsCompany and the Stockholders that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amacore Group, Inc.), Agreement and Plan of Merger (Amacore Group, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders [each][the] Subject Shareholder as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JMP Group LLC), Agreement and Plan of Merger (JMP Group LLC)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to Shareholder that, as of the Shareholders as followsdate hereof:
Appears in 2 contracts
Samples: Voting Agreement (Central European Media Enterprises LTD), Voting Agreement (At&t Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders and the Company as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to Company and the Shareholders as followsthat:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. The Parent hereby represents and warrants to the Shareholders as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Burke Industries Inc /Ca/)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to Shareholders and the Shareholders as followsCompanies that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Company and Stockholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Company and each Principal Shareholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Company and the Shareholders as followsthat:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jupiter Communications Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsShareholder that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to Subject Company and the Shareholders Shareholder as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reckson Services Industries Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Company and each of the Stockholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents makes the following representations and warrants warranties to the Shareholders as followsShareholders:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsCompany and each of the Principal Stockholders that:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsShareholders:
Appears in 1 contract
Samples: Voting Agreement (Stein Mart Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents represents, warrants and warrants covenants to the Shareholders as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Optio Software Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each of the Shareholders as follows:
Appears in 1 contract
Samples: Cooperation and Indemnification Agreement (Gsi Commerce Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to Seller and the Shareholders Stockholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to Seller and the Shareholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to each Company and the Shareholders Stockholders’ Representative as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. The Parent hereby represents and warrants to the Shareholders Company and the Stockholders as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders and agrees as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tradestar Services, Inc.)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders each Company and each Shareholder as follows:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders as followsPrincipal Stockholders:
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Company and the Significant Shareholders as follows:
Appears in 1 contract
Samples: Supplemental Agreement (Combined Professional Services Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Shareholder as follows:: (a)
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Peerless Systems Corp)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Company and each Stockholder as follows:
Appears in 1 contract
Samples: Merger Agreement (A21 Inc)
REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby represents and warrants to the Shareholders Company and to the Stockholder Signatories as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Arts Inc.)
