Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Parent and Merger Sub, severally and not jointly, as follows:
Appears in 8 contracts
Samples: Voting Agreement (Georesources Inc), Voting Agreement (Halcon Resources Corp), Voting Agreement (Zhone Technologies Inc)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to Parent and Merger SubSub as to such Stockholder, severally and but not jointly, as followsthat:
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 of the Stockholders Stockholder hereby represents and warrants to Parent and Merger Sub, severally and not jointly, and 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 of the Stockholders Stockholder (only as to itself) hereby severally but not jointly represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
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 of the Stockholders hereby Stockholder represents and warrants to Parent and Merger SubPurchaser as to such Stockholder, severally and but not jointly, as followsthat:
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 of the Stockholders Stockholder, severally and not jointly, hereby represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
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 of the Stockholders hereby Stockholder represents and warrants to Parent and Merger SubSub as to itself, severally and not jointly, as followsthat:
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 of the Stockholders hereby Stockholder represents and warrants to Parent and Merger Sub, severally and but not jointly, as followsthat:
Appears in 4 contracts
Samples: Tender and Support Agreement (Dover Motorsports Inc), Tender and Support Agreement (Carbon Black, Inc.), Tender and Support Agreement (Vmware, Inc.)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder hereby, severally but not jointly, represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
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 of the Stockholders Stockholder hereby severally but not jointly represents and warrants to Parent and Merger Sub, severally and not jointly, to Acquisition Sub as to such Stockholder as follows:
Appears in 4 contracts
Samples: Tender and Voting Agreement (Borland Software Corp), Tender and Voting Agreement (Borland Software Corp), Tender and Voting Agreement (Starbase Corp)
Representations and Warranties of the Stockholders. Each of the Stockholders Signatory Stockholder hereby represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
Appears in 4 contracts
Samples: Stockholders Agreement (Magnusson Johan), Stockholders Agreement (Workgroup Technology Corp), Stockholders Agreement (Ashton Robert B)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to Parent and Merger Sub, as to such Stockholder, severally and not jointly, as followsof 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 of the Stockholders hereby Stockholder represents and warrants to Parent and Merger Sub, severally as to itself and not jointlywith respect to its Shares, as follows:
Appears in 3 contracts
Samples: Stockholder Tender Agreement (National Picture & Frame Co), Stockholder Tender Agreement (NPF Holding Corp), Stockholder Tender Agreement (NPF Holding Corp)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder, severally and not jointly, represents and warrants to Parent and Merger Sub, severally and not jointly, Sub 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 the Stockholders. Each of the Stockholders hereby Stockholder, severally and not jointly, represents and warrants to Parent and Merger Sub, severally and not jointly, as followsSubsidiary that:
Appears in 3 contracts
Samples: Tender and Voting Agreement, Tender and Voting Agreement (Realogy Group LLC), Tender and Voting Agreement (Ziprealty Inc)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to Parent and Merger SubSubsidiary as to such Stockholder, severally and but not jointly, as followsthat:
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 of the Stockholders hereby Stockholder, severally and not jointly, represents and warrants to Parent and Merger SubSub as to itself as follows, severally and not jointlyin each case, as followsof 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 of the Stockholders Stockholder hereby represents and warrants to the Company, Parent and Merger Sub, severally and not jointly, Sub as follows:
Appears in 3 contracts
Samples: Voting Agreement (Pcm, Inc.), Voting Agreement (Insight Enterprises Inc), Voting Agreement
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to Parent and Merger SubSub as to such Stockholder, severally and but not jointly, as followsthat:
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 of the Stockholders Stockholder, severally and not jointly, hereby represents and warrants to Parent and Merger Sub, severally and not jointly, to Sub in respect of such Stockholder as follows:
Appears in 3 contracts
Samples: Stockholders Agreement (Finck August Von), Stockholders Agreement (Barrick Gold Corp), Stockholders Agreement (Homestake Mining Co /De/)
Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby severally and not jointly represents and warrants to Parent Parent, Merger Sub and Merger Sub, severally and not jointly, the Company as follows:
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 of the Stockholders hereby The Stockholder represents and warrants to Parent and Merger Sub, severally and not jointly, as followsSub 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 of the Stockholders hereby Stockholder represents and warrants to Parent and Merger Subwarrants, severally and not jointly, as followsto Parent and Acquisition Sub 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 of the Stockholders hereby Stockholder represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
Appears in 2 contracts
Samples: Tender and Support Agreement (Daylight Beta, Corp.), Voting Agreement (Axsys Technologies Inc)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Parent and Merger SubSubsidiary, severally and not jointly, as follows:
Appears in 2 contracts
Samples: Stockholders Agreement (Temple Inland Inc), Stockholders Agreement (Temple Inland Inc)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to Parent and Merger Subwarrants, severally and not jointly, as followsto Parent and Merger Sub 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 of the Stockholders hereby Stockholder represents and warrants to Parent Parents and Merger Sub, severally as to itself and not jointlywith respect to its Shares, as 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 of the Stockholders Stockholder hereby represents and warrants to Parent and Merger Sub, severally solely as to itself and not jointlyas to any other Stockholder or other Person, as follows:
Appears in 2 contracts
Samples: Voting Agreement (Berkeley Lights, Inc.), Voting Agreement (IsoPlexis Corp)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder hereby, severally and not jointly, represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
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 of the Stockholders Stockholder, severally as to information relevant to itself only, hereby represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
Appears in 2 contracts
Samples: And Voting Agreement, Irrevocable Proxy and Voting Agreement (Proxicom, Inc.)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby hereby, severally but not jointly, represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
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 of the Stockholders Stockholder on its own behalf hereby represents and warrants to Parent, Holdco, Parent Merger Sub and Rooster Merger Sub, severally and not jointly, as 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 of the Stockholders Stockholder hereby represents and warrants to Parent Parent, Holdco and Merger Sub, severally and not jointly, Sub as follows:
Appears in 1 contract
Samples: Consent and Voting Agreement (APP Pharmaceuticals, Inc.)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to Parent and Merger SubSub as to himself or herself, severally and not jointly, as followsthat:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder, individually and not jointly, represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
Appears in 1 contract
Samples: Stockholders Agreement (Neurobiological Technologies Inc /Ca/)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder, severally and not jointly, represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Covad Communications Group Inc)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder hereby, jointly and severally, represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants (severally with respect to itself and not jointly) to Parent and Merger Sub, severally and not jointly, Sub as follows:
Appears in 1 contract
Samples: Voting Agreement (Penton Media Inc)
Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder solely on its own behalf hereby represents and warrants to Parent and Merger Sub, severally and not jointly, as follows:
Appears in 1 contract
Samples: Voting and Support Agreement (Heritage-Crystal Clean, Inc.)
Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder, for himself or itself only, hereby represents and warrants to to, and agrees with, the Parent and Merger Sub, severally and not jointly, Subsidiary as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Desa International Inc)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby hereby, severally but not jointly, represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:: SECTION 4.1
Appears in 1 contract
Representations and Warranties of the Stockholders. Each of the Stockholders hereby severally, but not jointly, represents and warrants to Parent and Merger Sub, severally and not jointly, as followsSubsidiary that:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to Parent Parent, Acquisition Sub and Merger Subthe Company, severally and not jointly, as followsthat:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to Parent Parent, Insmed and Merger SubSubsidiary, severally as to itself and not jointlywith respect to its Shares, as follows:
Appears in 1 contract
Samples: And Restated Agreement (Celtrix Pharmaceuticals Inc)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder severally (not jointly and severally) represents and warrants to Parent and Merger Sub, severally and not jointly, Sub as follows:
Appears in 1 contract
Samples: Stockholder Voting Agreement (Medialink Worldwide Inc)
