Stockholder Representation Letters. Each Shareholder shall have executed and delivered to Parent and Company a stockholder representation letter in substantially the form attached hereto as Exhibit C and Parent and Company shall be reasonably satisfied that the issuance of Parent Common Stock pursuant to the Transactions is exempt from the registration requirements of the Securities Act.
Stockholder Representation Letters. Each Stockholder hereby represents and warrants that all information provided by such Stockholder or acknowledged by such Stockholder in the Stockholder's Representation Form completed and executed by each Stockholder is true, correct and complete in all respects.
Stockholder Representation Letters. Each of the Seller Interest Holders and other Continuing Employee Stockholders shall have executed and delivered a Stockholder Representation Letter to Parent.
Stockholder Representation Letters. Lucent shall have received a letter, dated as of the Closing Date, from each Company Stockholder relating to certain securities matters in form and substance reasonably acceptable to Lucent.
Stockholder Representation Letters. All stockholders of Target other than the Principal Stockholder shall have executed a stockholder representation letter in a form reasonably acceptable to counsel for Acquiror.
Stockholder Representation Letters. Prior to the execution and delivery of this Agreement, each Seller executed and delivered to Chordiant a Stockholder Representation Letter in the form of Exhibit I attached hereto. Each of the representations and acknowledgements made by each Seller in the Stockholder Representation Letter are true and correct in all respects (provided, however, that no Seller shall be liable for a breach of this representation with respect to a Stockholder Representation Letter executed and delivered by any other Seller).
Stockholder Representation Letters. Quantum shall have received from each stockholder of the Company a duly executed Stockholder Representation Letter, substantially in the form of Exhibit G attached hereto.
Stockholder Representation Letters. Each stockholder of the Company shall have executed and delivered to Parent and Company a stockholder representation letter in substantially the form attached hereto as Exhibit C, or will have been provided a draft copy of the 8-K Report, and Parent and Company shall be reasonably satisfied that the issuance of Parent Common Stock pursuant to the Merger is exempt from the registration requirements of the Securities Act. The Company represents and warrants to the Parent that the Company reasonably believes that any stockholder of the Company that is not an accredited investor has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment under this Agreement.
Stockholder Representation Letters. Except those Shareholders set forth on the signature page to this Agreement who have indicated that they are not an “accredited investor”, each Shareholder shall have executed and delivered to Parent and Company a stockholder representation letter in substantially the form attached hereto as Exhibit B, and Parent and Company shall be reasonably satisfied that the issuance of Parent Common Stock pursuant to the Transactions is exempt from the registration requirements of the Securities Act.
Stockholder Representation Letters. To ensure that the Merger will qualify as a "tax-free" reorganization for federal income tax purposes, Target will use its best efforts to cause each of the Target Stockholders to execute, at or before the Closing, a representation letter in the form of EXHIBIT 4.12 stating (a) that such Target Stockholder has no present plan or intention to sell or otherwise dispose of a sufficient amount (as determined by counsel for Target and Acquirer) of the shares of Acquirer Common Stock which each such Target Stockholder receives in the Merger so as to meet the "continuity of interest" test, and (b) making such other representations as may be reasonably requested by Acquirer or Target and their respective accountants or attorneys for the purpose of ensuring such tax treatment.
