Capitalization Representations definition

Capitalization Representations has the meaning set forth in Section 8.1.

Capitalization Representations has the meaning set forth in Exhibit B to this Agreement.

Capitalization Representations has the meaning set forth in Section 10.01 (Survival of Certain Representations and Warranties, Covenants and Agreements).

Examples of Capitalization Representations in a sentence

• Three Local Governors acting collectively may also insist that a meeting is convened at which their agenda item is discussed.

• The Company hereby represents and warrants to the Purchasers that the Company Capitalization Representations (as defined in, and included in Section 2.6 of, the Merger Agreement), which are hereby incorporated by reference in all respects, are true and correct.

• For avoidance of doubt, the aggregate liability of each Seller with respect to all Buyer Indemnifiable Losses based upon, arising out of or caused by a breach of the Capitalization Representations, Tax Representations and the representation and warranty set forth in Section 4.8(d) and Buyer Indemnified Losses payable under Section 7.2(a)(ii) through (vi) shall not be limited.

• Absolute Activist, 677 F.3d at 69 n.4 (“Of course, pursuant to the first prong of Morrison, § 10(b) does apply to transactions in securities that are listed on a domestic exchange.”) (emphasis added); see also Loginovskaya, 764 F.3d at 274 (adopting Absolute Activist test in CEA context).The district court’s contrary ruling turns on a misreading of Parkcentral: specifically, that transactions on a domestic exchange are necessary, but not sufficient in and of themselves to invoke a properly domestic claim.

• A Former Company Employee, Rafael Marquez, Claims An Ownership Stake In OpticalTel After The Deal Is Announced.In Schedule 4.02 to the Capitalization Representations, Sellers identified all persons who own Equity Securities in any of the Company Group entities.86 After the parties signed the Merger Agreement, a Company employee who did not appear on Schedule 4.02, Rafael Marquez, claimed ownership in certain Company Group entities.

More Definitions of Capitalization Representations

Capitalization Representations means Section 4.3(a) (Capitalization).

Capitalization Representations means the representations and warranties of the Company set forth in Sections 3.6(a)-(e) and (i) (Company Capital Structure) and Section 3.2 (Subsidiaries), other than the third sentence of Section 3.2(a).

Capitalization Representations means the representations and warranties of the Company contained in Section 3.3(a) (other than the last four sentences thereof), Section 3.3(b) (other than the second, third, fourth, sixth and eighth sentences thereof) and Section 3.3(c).

Capitalization Representations means the representations and warranties contained in Section 4.3(b) (Capitalization). “Certificate” means a certificate or certificates, if any, which immediately prior to the First Effective Time represented outstanding shares of Company Capital Stock. “Change of Control Payments” means, without duplication with the Transaction Expenses items already counted, the aggregate amount of all change of control, bonus, termination, severance or other similar payments, whether accrued or incurred prior to or at the First Effective Time, that are payable by the Company, to any Person as a direct result of or in connection with the Mergers or any of the other transactions contemplated by this Agreement pursuant to Contracts in effect as of the First Effective Time, including (a) to the extent attributed to the acceleration or early vesting of any right or benefit or lapse of any restriction as a result of or in connection with the Mergers (but specifically excluding any such acceleration or related benefits, such as severance, triggered solely by events incurred following, and not related to, the consummation of the Mergers, such as an involuntary termination following the First Effective Time), (b) any payment, cost, expense or Liability, of the Company arising out of, in connection with or pursuant to Section

Capitalization Representations means the representations and warranties contained in Section 3.01.

Capitalization Representations means the representations and warranties of the Company and the Selling Stockholders contained in: (a) Section 2.3 of the Agreement; and (b) Section 3.1 of the Agreement.

Capitalization Representations means the representations and warranties set forth in Section 3.2(a) and, to the extent it relates to rights with respect to Equity Interests in the Company, Section 3.2(c).