Company Specified Representations definition

Company Specified Representations means the representations and warranties made in Section 2.2(a), Section 2.2(b), Section 2.2(c), Section 2.2(d), Section 2.2(x), Section 2.2(z) and Section 2.2(hh);

Company Specified Representations has the meaning specified in Section 9.02(a)(i).

Company Specified Representations means those representations and warranties made by the Borrower, including with respect to each of its Subsidiaries that is required to become a Guarantor upon the consummation of the Acquisition, in Sections 5.01(a) (with respect to organizational existence only), 5.01(b)(ii), 5.02(a), 5.02(b)(i), 5.02(b)(iii), 5.04, 5.13, 5.16, 5.17 and 5.18.

Examples of Company Specified Representations in a sentence

• Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify, defend or hold harmless the Investor Indemnified Parties against, or reimburse the Investor Indemnified Parties for, any Losses pursuant to Section 5.1(a)(1) in a cumulative aggregate amount exceeding the aggregate purchase price paid by the Investor to the Company pursuant to Section 1.1 (other than Losses arising out of the inaccuracy or breach of any Company Specified Representations).

• Notwithstanding the foregoing, the Company Specified Representations shall survive for the period of the applicable statute of limitations.

• Company Specified Representations" shall mean the representations and warranties of the Company contained in Sections 2.3(a), 2.3(d), 2.21, 2.22, 2.23, 2.25 and 2.27 of the Agreement.

• The Company Specified Representations and Warranties will be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which will be determined as of that specified date in all respects).

• Notwithstanding anything to the contrary contained herein, the Company shall not be required to indemnify, defend or hold harmless the CapGen Indemnified Parties against, or reimburse the CapGen Indemnified Parties for, any Losses pursuant to Section 5.1(a)(1)(A) in a cumulative aggregate amount exceeding the aggregate purchase price paid by CapGen to the Company pursuant to Section 1.1 hereof (other than Losses arising out of the inaccuracy or breach of any Company Specified Representations).

More Definitions of Company Specified Representations

Company Specified Representations means the representations and warranties made in paragraph(a), paragraph(c), paragraph(d)(1), paragraph(z), and paragraph(cc) of Schedule I;

Company Specified Representations means the representations and warranties of the Company contained in Sections 2.3(a), 2.3(d), 2.21, 2.22, 2.23, 2.25 and 2.27 of the Agreement. Company Triggering Event. A "Company Triggering Event" shall be deemed to have occurred if: (a) the board of directors of the Company shall have failed to recommend that the Company's stockholders vote to adopt the Agreement, or shall have withdrawn or shall have modified in a manner adverse to Parent the Company Board Recommendation; (b) the Company shall have failed to include in the Joint Proxy Statement/Prospectus the Company Board Recommendation or a statement to the effect that the board of directors of the Company has determined and believes that the Merger is advisable to, and in the best interests of, the Company's stockholders; (c) the board of directors of the Company fails to reaffirm the Company Board Recommendation, or fails to reaffirm its determination that the Merger is in the best interests of the Company's stockholders, within 10 days after Parent requests in writing that such recommendation or determination be reaffirmed; (d) the board of directors of the Company shall have approved, endorsed or recommended any Acquisition Proposal; (e) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal, other than confidentiality agreements that the Company is required to enter into pursuant to the proviso to Section 4.3(a) of the Agreement; (f) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to its securityholders, within 10 business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer; or (g) any director or executive officer of the Company shall have materially breached, or shall have directly or indirectly induced or encouraged any other Person to materially breach, any of the provisions set forth in Section 4.3 of the Agreement.

Company Specified Representations has the meaning set forth in Section 6.2(a)(i).

Company Specified Representations shall have the meaning set forth in Section 6.1.

Company Specified Representations. Section 7.2(a) “Company Subsidiary” Section 3.1(b) “Company Termination Fee” Section 8.2(b)(i) “Continuing Employee” Section 6.7(a) “Covered Persons” Section 6.4(a) “D&O Insurance” Section 6.4(c) “DGCL” Recitals “Dissenting Shares” Section 2.3(a) “Effective Time” Section 1.3 “Electronic Delivery” Section 9.8

Company Specified Representations means the representations and warranties contained in the first sentence of Section 5.1, Section 5.3 and Section 5.9.

Company Specified Representations means the representations and warranties made in Sections 3.1(a), 3.1(b), and 3.1(c).