Representations and Warranties of the Icahn Group. Each member of the Icahn Group hereby makes, jointly and severally, the following representations and warranties to the Company:
Representations and Warranties of the Icahn Group. Each member of the Icahn Group, jointly and severally, hereby represents and warrants to WebMD that:
Representations and Warranties of the Icahn Group. Each member of the Icahn Group, jointly and severally, hereby represents and warrants to MENT that:
Representations and Warranties of the Icahn Group. Each member of the Icahn Group jointly represents and warrants that, as of the date of this Agreement: (a) the Icahn Group collectively Beneficially Owns, an aggregate of 23,456,087 Common Shares; (b) except for such ownership, no member of the Icahn Group, individually or in the aggregate with any of its controlled Affiliates, has any other Beneficial Ownership of, and/or economic exposure to, any Voting Securities, including through any derivative transaction described in the definition of “Beneficial Ownership” below; and (c) other than the Icahn Group’s beneficial ownership of Common Shares, the Icahn Designees do not have a material relationship with the Company as such term is used in Section 303A.02 of the NYSE Listed Company Manual.
Representations and Warranties of the Icahn Group. Each member of the Icahn Group represents and warrants to the Company that (a) the authorized signatory of such member set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind such member thereto, (b) this Agreement has been duly authorized, executed and delivered by each member of the Icahn Group, and assuming the due execution by each counterparty hereto, constitutes a valid and binding obligation of such member, enforceable against such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of such member as currently in effect, (d) the execution, delivery and performance of this Agreement by such member does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document or material agreement to which such member is a party or by which it is bound, (e) as of the date of this Agreement, Icahn’s Ownership is 50,343,460 shares of Common Stock, including 32,746,694 shares underlying certain forward purchase contracts exercisable within sixty (60) days hereof, (f) as of the date of this Agreement, and other than as set forth in Schedule I hereto or in the most recently Schedule 13D and any amendment thereto filed by the Icahn Group with the SEC (the “Schedule 13D”), the Icahn Group does not currently have, and does not currently have any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, e...
Representations and Warranties of the Icahn Group. Each member of the Icahn Group jointly represents and warrants that, as of the date of this Agreement: (a) the Icahn Group collectively Beneficially Owns an aggregate of 18,418,732 shares of Common Stock as set forth on Schedule B hereto; (b) Schedule B hereto sets forth a list of all voting rights in shares of Common Stock that the Icahn Group holds in respect of shares that may be voted as of a record date of April 4, 2018 and (c) except as set forth on Schedule B or solely pursuant to a Proxy Card, no member of the Icahn Group, individually or in the aggregate with any of its Affiliates, has any other Beneficial Ownership of, and/or economic exposure to, any Common Stock, including through any derivative transaction.
