Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, that:
Appears in 8 contracts
Samples: Tender and Support Agreement (Trecora Resources), Tender and Support Agreement, Tender and Support Agreement (New Home Co Inc.)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby represents and warrants to Parent and Merger Sub as to such StockholderSub, severally but and not jointly, thatas follows:
Appears in 8 contracts
Samples: Voting Agreement (Halcon Resources Corp), Voting Agreement (Georesources Inc), Voting Agreement (Zhone Technologies Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and Merger Sub as to such StockholderSub, severally but and not jointly, thatand solely as to itself and its Shares, as follows:
Appears in 6 contracts
Samples: Tender and Voting Agreement (Hewlett Packard Co), Tender and Voting Agreement (Hewlett Packard Co), Tender and Voting Agreement (Hewlett Packard Co)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally and not jointly, hereby represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 5 contracts
Samples: Stockholder Support Agreement (Medical Device Alliance Inc), Stockholder Support Agreement (Arthrocare Corp), Voting Agreement (Medsource Technologies Inc)
Representations and Warranties of the Stockholders. Each Stockholder (only as to itself) hereby severally but not jointly represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 5 contracts
Samples: Tender and Voting Agreement (Open Text Corp), Agreement and Plan of Merger (Daegis Inc.), Tender and Voting Agreement (Open Text Corp)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub Purchaser as to such Stockholder, severally but not jointly, that:
Appears in 5 contracts
Samples: Tender and Support Agreement, Tender and Support Agreement (ConvergeOne Holdings, Inc.), Tender and Support Agreement (Roche Holding LTD)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub as to such Stockholderitself, severally but and not jointly, that:
Appears in 4 contracts
Samples: Tender and Support Agreement (Op Tech Environmental Services Inc), Agreement and Plan of Merger (United Industrial Corp /De/), Tender and Support Agreement (Textron Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally but not jointly represents and warrants to Parent and Merger to Acquisition Sub as to such Stockholder, severally but not jointly, thatStockholder as follows:
Appears in 4 contracts
Samples: Tender and Voting Agreement (Borland Software Corp), Tender and Voting Agreement (Starbase Corp), Tender and Voting Agreement (Sungard Data Systems Inc)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub as to such StockholderSub, severally but not jointly, that:
Appears in 4 contracts
Samples: Tender and Support Agreement (Dover Motorsports Inc), Tender and Support Agreement (Vmware, Inc.), Tender and Support Agreement (Carbon Black, Inc.)
Representations and Warranties of the Stockholders. Each Signatory Stockholder hereby represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 4 contracts
Samples: Stockholders Agreement (Workgroup Technology Corp), Stockholders Agreement (Ashton Robert B), Stockholders Agreement (Softech Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby, severally but not jointly, represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 4 contracts
Samples: Management Voting Agreement (Zimmerman Harry L), Voting Agreement (Everlast Worldwide Inc), Voting Agreement (Hidary Group Acquisitions, LLC)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally and not jointly, represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatitself as follows:
Appears in 3 contracts
Samples: Support Agreement (Tenzing Global Management, LLC), Support Agreement (Iac/Interactivecorp), Support Agreement (Care.com Inc)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, that:
Appears in 3 contracts
Samples: Tender and Support Agreement (Bristol Myers Squibb Co), Tender and Support Agreement (Inhibitex, Inc.), Tender and Support Agreement (Inhibitex, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub Subsidiary as to such Stockholder, severally but not jointly, that:
Appears in 3 contracts
Samples: Tender and Voting Agreement (Sizmek Inc.), Tender and Voting Agreement (Sizmek Inc.), Tender and Voting Agreement (Sizmek Inc.)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub Sub, as to such Stockholder, severally but and not jointly, as of the date hereof that:
Appears in 3 contracts
Samples: Tender and Support Agreement (Tyson Foods Inc), Tender and Support Agreement (Tyson Foods Inc), Tender and Support Agreement (AdvancePierre Foods Holdings, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally and not jointly, represents and warrants to Parent and Merger Sub as to such Stockholderitself as follows, severally but not jointlyin each case, thatas of the date hereof:
Appears in 3 contracts
Samples: Merger Support Agreement (Starboard Value LP), Merger Support Agreement (Starboard Value LP), Merger Support Agreement (Scopia Capital Management Lp)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub Sub, severally as to such Stockholderitself and with respect to its Shares, severally but not jointly, thatas follows:
Appears in 3 contracts
Samples: Stockholder Tender Agreement (NPF Holding Corp), Stockholder Tender Agreement (National Picture & Frame Co), Stockholder Tender Agreement (NPF Holding Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to the Company, Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 3 contracts
Samples: Voting Agreement (Insight Enterprises Inc), Voting Agreement (Pcm, Inc.), Voting Agreement
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally and not jointly, hereby represents and warrants to Parent and Merger to Sub in respect of such Stockholder as to such Stockholder, severally but not jointly, thatfollows:
Appears in 3 contracts
Samples: Stockholders Agreement (Homestake Mining Co /De/), Stockholders Agreement (Finck August Von), Stockholders Agreement (Barrick Gold Corp)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally and not jointly, represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, Subsidiary that:
Appears in 3 contracts
Samples: Tender and Voting Agreement, Tender and Voting Agreement (Ziprealty Inc), Tender and Voting Agreement (Realogy Group LLC)
Representations and Warranties of the Stockholders. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 2 contracts
Samples: Voting Agreement (Somera Communications Inc), Voting Agreement (Warburg Pincus Private Equity IX, L.P.)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally and not jointly, represents and warrants to Parent and Merger Sub Subs as to such Stockholderitself as follows, severally but not jointlyin each case, thatas of the date hereof:
Appears in 2 contracts
Samples: Merger Support Agreement (Chesapeake Energy Corp), Merger Support Agreement (Vine Energy Inc.)
Representations and Warranties of the Stockholders. Each The Stockholder represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, that:
Appears in 2 contracts
Samples: Exchange Agreement (Acelrx Pharmaceuticals Inc), Form of Exchange Agreement (Tetraphase Pharmaceuticals Inc)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent Parents and Merger Sub Sub, severally as to such Stockholderitself and with respect to its Shares, severally but not jointly, thatas follows:
Appears in 2 contracts
Samples: Stockholder Tender Agreement (Chancellor Broadcasting Co /De/), Stockholder Tender Agreement (Katz Media Group Inc)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants warrants, severally and not jointly, to Parent and Merger Sub as to such Stockholder, severally but not jointly, that:
Appears in 2 contracts
Samples: Tender and Support Agreement (Carlyle Group L.P.), Tender and Support Agreement (Goergen Robert B)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants warrants, severally and not jointly, to Parent and Merger Acquisition Sub as to such Stockholder, severally but not jointly, that:
Appears in 2 contracts
Samples: Tender and Support Agreement (LKQ Corp), Tender and Support Agreement (Coast Distribution System Inc)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby, severally but not jointly, represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 2 contracts
Samples: Galen Voting Agreement (Zimmerman Harry L), Galen Voting Agreement (Grand Slam Acquisition Corp.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally and not jointly represents and warrants to Parent and Parent, Merger Sub and the Company as to such Stockholder, severally but not jointly, thatfollows:
Appears in 2 contracts
Samples: Voting and Support Agreement (Global Payments Inc), Voting and Support Agreement (Global Payments Inc)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally as to information relevant to itself only, hereby represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 2 contracts
Samples: And Voting Agreement, Irrevocable Proxy and Voting Agreement (Proxicom, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder on its own behalf hereby represents and warrants to Parent, Holdco, Parent and Merger Sub as to such Stockholderand Rooster Merger Sub, severally but and not jointly, thatas follows:
Appears in 2 contracts
Samples: Support Agreement (JFL GP Investors III, LLC), Support Agreement (Us Ecology, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, on behalf of itself, severally, but not jointly, hereby represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatof the Effective Date:
Appears in 2 contracts
Samples: Stockholders Agreement (Fairmount Santrol Holdings Inc.), Voting and Support Agreement (Unimin Corp)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby represents and warrants to Parent and Merger Sub as to such StockholderSubsidiary, severally but and not jointly, thatas follows:
Appears in 2 contracts
Samples: Stockholders Agreement (Temple Inland Inc), Stockholders Agreement (Temple Inland Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent and Merger Sub Sub, solely as to such Stockholderitself and not as to any other Stockholder or other Person, severally but not jointly, thatas follows:
Appears in 2 contracts
Samples: Voting Agreement (IsoPlexis Corp), Voting Agreement (Berkeley Lights, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 2 contracts
Samples: Tender and Support Agreement (Daylight Beta, Corp.), Voting Agreement (Axsys Technologies Inc)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent Parent, Insmed and Merger Sub Subsidiary, severally as to such Stockholderitself and with respect to its Shares, severally but not jointly, thatas follows:
Appears in 1 contract
Samples: And Restated Agreement (Celtrix Pharmaceuticals Inc)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby, severally but not jointly, represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, that:follows: SECTION 4.1
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby, jointly and severally, represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent Parent, Acquisition Sub and Merger Sub as to such Stockholder, severally but not jointlythe Company, that:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, individually and not jointly, represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 1 contract
Samples: Stockholders Agreement (Neurobiological Technologies Inc /Ca/)
Representations and Warranties of the Stockholders. Each Stockholder severally (not jointly and severally) represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 1 contract
Samples: Stockholder Voting Agreement (Medialink Worldwide Inc)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, severally and not jointly, represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Covad Communications Group Inc)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby severally, but not jointly, represents and warrants to Parent and Merger Sub as to such Stockholder, severally but not jointly, Subsidiary that:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder solely on its own behalf hereby represents and warrants to Parent and Merger Sub as to such StockholderSub, severally but and not jointly, thatas follows:
Appears in 1 contract
Samples: Voting and Support Agreement (Heritage-Crystal Clean, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent and Merger Sub as to such Stockholderhimself or herself, severally but and not jointly, that:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, for himself or itself only, hereby represents and warrants to to, and agrees with, the Parent and Merger Sub Subsidiary as to such Stockholder, severally but not jointly, thatfollows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Desa International Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants (severally with respect to itself and not jointly) to Parent and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 1 contract
Samples: Voting Agreement (Penton Media Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent Parent, Holdco and Merger Sub as to such Stockholder, severally but not jointly, thatfollows:
Appears in 1 contract
Samples: Consent and Voting Agreement (APP Pharmaceuticals, Inc.)
