Identified Company Representations means (i) any representation or warranty of the Company qualified by Company Material Adverse Effect, (ii) the representations or warranties of the Company set forth in Section 3.04 and (iii) the representations and warranties of the Company set forth in Section 3.03(a) (other than changes in such section relating to the exercise of Options granted on or prior to the date hereof and the issuance of Common Shares upon the exercise of Options granted on or prior to the date hereof), Section 3.10, Section 3.28 and the last sentence of Section 3.07(b).
Identified Company Representations means (i) any representation or warranty of the Company qualified by Company Material Adverse Effect, (ii) the representations and warranties of the Company set forth in Sections 3.01, 3.04 and 3.05 and (iii) the representations and warranties of the Company set forth in Section 3.03(a) (other than changes in such section relating to the exercise of Options granted on or prior to the date hereof and the issuance of Common Shares upon the exercise of Options granted on or prior to the date hereof), Section 3.10, Section 3.14(c), Section 3.21 and the last sentence of Section 3.07(b).
Identified Company Representations means those representations and warranties of the Company contained in Sections 4.2(a), 4.22 and 4.26.
Examples of Identified Company Representations in a sentence
Executive may terminate this Agreement by giving Employer three (3) months prior notice of resignation, and Executive covenants to remain in his position until a replacement executive is found at the discretion of the Board of Directors.
More Definitions of Identified Company Representations
Identified Company Representations means those representations and warranties set forth in Sections 2.1 (Corporate Organization and Qualification), 2.2(a) and 2.2(c) (Capitalization; Subsidiaries), 2.3 (Authority Relative to This Agreement), 2.4(b) (Company Shareholder Approval), 2.9 (Proxy Statement), 2.10(e)(i) (Taxes—Excess Parachute Payments), 2.15 (Takeover Statutes), 2.18 (Brokers, Finders and Others), 2.23 (Affiliate Transactions), 2.24 (Opinion of Financial Advisor) and 2.25 (Expenses).
Identified Company Representations means (i) any representation or warranty of Geac qualified by Material Adverse Effect, (ii) representations or warranties of Geac as to the performance by Geac of its material obligations under this Agreement and (iii) the representations and warranties of Geac set forth in Section 3.1(e) (Capitalization) and 3.1(z) (Change of Control Compensation);
Identified Company Representations means those representations and warranties of the Company set forth in Sections 3.2, 3.4(a), the last sentence of Section 3.7 and 3.20.
Identified Company Representations means the representations or warranties of the Company set forth in Section 3.1(a) and (b) (Organization and Qualification), Section 3.3 (Capitalization) (other than changes in Section 3.3(a) relating to the exercise of Company Stock Options or Company SARs granted on or prior to the date hereof and the issuance of Shares upon the exercise of Company Stock Options or Company SARs granted on or prior to the date hereof), Section 3.4 (Authority), Section 3.10(g) (280G), Section 3.10 (j) (Severance Obligations), Section 3.15 (Proxy Statement), Section 3.16 (Takeover Statutes), Section 3.21 (Opinion of Financial Advisor), Section 3.22 (Brokers) and Section 3.23 (Change of Control).
Identified Company Representations means (i) any representation or warranty of the Company qualified by Company Material Adverse Effect, (ii) representations or warranties of the Company as to the performance by the Company of its obligations under this Agreement and (iii) the representations and warranties of the Company set forth in Section 3.03(a), Section 3.04, Section 3.10, Section 3.20, Section 3.28 and Section 3.29, other than unintentional inaccuracies in the representations and warranties referred to in this clause (iii) that would result in an increase in the aggregate Merger Consideration payable by Parent and Merger Sub in an amount not to exceed $350,000.
Identified Company Representations means the representations and warranties of the Company set forth in Section 4.1(a), Section 4.2 (other than (i) changes in Section 4.2(a) relating to the exercise of Company Options or Company Stock-Based Awards granted on or prior to the date hereof, (ii) the issuance of shares of Company Common Stock upon the exercise of Company Options or Company Stock-Based Awards granted on or prior to the date hereof, (iii) the issuance of shares of Company Common Stock pursuant to the conversion of the Senior Convertible Notes, (iv) Section 4.2(d) and (v) Section 4.2(e)), Section 4.3, Section 4.19, and Section 4.21, and in clauses (i), (iii), (iv), (vi) and (xviii) of Section 6.1(a) to the extent incorporated by reference into Section 4.8.
Identified Company Representations means (i) any representation or warranty of the Company qualified by Company Material Adverse Effect, (ii) representations or warranties of the Company as to the performance by the Company of its material obligations under this Agreement and (iii) the representations and warranties of the Company set forth in Section 3.03(a) (other than (A) changes in such section relating to (I) the exercise of Options or Warrants granted on or prior to the close of business on January 24, 2005, (II) the issuance of Common Shares upon the exercise of Options or Warrants granted on or prior to the close of business on January 24, 2005, (III) the issuance of Common Shares pursuant to the Purchase Plan or the DSIP, each as in effect as of the date hereof and (B) unintentional inaccuracies in such representations and warranties that would result in an increase in the aggregate Merger Consideration payable by Infor and Merger Sub in an amount not to exceed $50,000), Section 3.10 and the last sentence of Section 3.07(b).