Common use of Specified Representations Clause in Contracts

Specified Representations. “Specified Representations” shall mean: (a) the representations and warranties made by the Company and the Selling Stockholders in Sections 2.3, 2.21, 3.1 and 3.2(a); and (b) the representations and warranties set forth in the Closing Certificate or in the Consideration Certificate, to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause “(a)” of this sentence.

Appears in 1 contract

Samples: Stock Purchase Agreement (Silicon Graphics International Corp)

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Specified Representations. “Specified Representations” shall mean: (a) the representations and warranties made by the Company and the Selling Stockholders contained in Sections 2.3, 2.21, 3.1 3.3(b) and 3.2(a3.3(d); and (b) the representations and warranties set forth contained in Section 3.13; and (c) the representations and warranties contained in the Closing Certificate or in the Consideration Certificate, Disclosure Schedule and relating to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified referred to in clause clauses “(a)” or “(b)” of this sentence.

Appears in 1 contract

Samples: Share Purchase Agreement (Applied Materials Inc /De)

Specified Representations. “Specified Representations” shall mean: mean (a) the representations and warranties made by the Company and the Selling Stockholders set forth in Sections 2.3, 2.21, 3.1 3, 4.3, 4.20 and 3.2(a)4.21 of the Agreement; and (b) the representations and warranties set forth in the Company Closing Certificate or in the Consideration Certificate, the Merger Consideration Certificate and the Parent Closing Certificate, but only to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause “(a)” of this sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)

Specified Representations. “Specified Representations” shall mean: (a) the representations and warranties made by the Company and the Selling Stockholders set forth in Sections 2.1, 2.3, 2.212.10, 3.1 2.14 and 3.2(a)2.20 of the Agreement; and (b) the representations and warranties set forth in the Closing Certificate or in the Merger Consideration Certificate, to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause “(a)” of this sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

Specified Representations. “Specified Representations” shall mean: (a) the representations and warranties made by set forth in the Company first sentence of Section 2.1(b) and the Selling Stockholders in Sections 2.3, 2.3 and 2.21, 3.1 and 3.2(a); and (b) the representations and warranties set forth in the Closing Certificate or in the Consideration Certificateany certificate delivered to Parent pursuant to this Agreement, to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause “(a)” of this sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quest Software Inc)

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Specified Representations. “Specified Representations” shall mean: (a) the representations and warranties made by the Company and the Selling Stockholders set forth in Sections 2.1, 2.3, 2.21, 3.1 2.14 and 3.2(a)2.20 of the Agreement; and (b) the representations and warranties set forth in the Closing Certificate or in the Merger Consideration Certificate, to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause “(a)” of this sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yelp Inc)

Specified Representations. “Specified Representations” shall mean: (a) the representations and warranties made by the Company and the Selling Stockholders set forth in Sections 2.3, 2.212.10, 3.1 2.12 and 3.2(a)2.14 of the Agreement; and (b) the representations and warranties set forth in the Company Closing Certificate or in the Consideration Certificate, to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause “(a)” of this sentence.

Appears in 1 contract

Samples: Agreement of Merger (Riverbed Technology, Inc.)

Specified Representations. “Specified Representations” shall mean: (a) the representations and warranties made by the Company and the Selling Stockholders set forth in Sections 2.3, 2.21, 3.1 4.2 and 3.2(a)4.11 of the Agreement; and (b) the representations and warranties set forth in the Company Closing Certificate or in the Consideration and Parent Closing Certificate, but only to the extent such representations and warranties relate to any of the matters addressed in any of the representations and warranties specified in clause “(a)” of this sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Sorrento Therapeutics, Inc.)

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