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

• As of the Agreement Date and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are made only as of a specific earlier date, in which case as though made as of such earlier date), each of the Capitalization Representations shall be true and correct in all respects, other than de minimis inaccuracies.

• 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.

• No Person will be entitled to exercise dissenters' rights or rights of appraisal in connection with the Mergers or the Transactions under any applicable Laws.283 The parties’ dispute implicates two sets of Capitalization Representations.

• Buyers argue that each of these interests render the Capitalization Representations inaccurate.Iqbal bases his claim to options on a Membership Interest Plan (the “Plan”) created in June 2011 for offering employees equity as a form of deferred compensation.354 The Plan defines “Award” in relevant part as “the grant of any form of stock option .

• Buyers claim the Capitalization Representations are not true and correct in all respects and Sellers failed to cure the breaches, such that they were permitted to terminate the Merger Agreement.

More Definitions of Capitalization Representations

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

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 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 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 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).

Capitalization Representations means the representations and warranties set forth in Sections 3.01(b)(i), (iii), (iv), (v), (vi) (with respect only to the first sentence thereof), and (viii).