Merger Agreement Representations definition

Merger Agreement Representations means the representations made by (or relating to) the Target and/or any of its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Company has the right (or the Company’s applicable affiliate has the right) to terminate the Company’s (or the Company’s affiliate’s) obligations (or to refuse to consummate the Target Acquisition) under the Merger Agreement as a result of a breach of such representations.

Merger Agreement Representations means the representations and warranties with respect to the Company made by the Company in the Merger Agreement, but only to the extent (i) such representations and warranties are material to the interests of the Lenders, and (ii) Holdings has the right to terminate its obligations under the Merger Agreement as a result of a breach of such representations and warranties under the Merger Agreement.

Merger Agreement Representations means such of the representations and warranties made by (or with respect to) the Acquired Business in the Merger Agreement as are material to the interests of the Lenders in their capacities as such, but only to the extent the Borrower (or its applicable Affiliate) has the right (taking into account any applicable cure provisions and determined without regard to any notice requirement) to terminate its (or its Affiliate’s) obligations (or to refuse to consummate the Acquisition) under the Merger Agreement as a result of a breach of such representations.

Examples of Merger Agreement Representations in a sentence

• Subject to the Certain Funds Provisions, the Specified Merger Agreement Representations and Specified Representations will be true and correct in all material respects; provided that the failure of a Specified Merger Agreement Representation to be true and correct will not result in a failure of a condition precedent under this Article IV unless such failure gives Merger Sub the right to terminate the Merger Agreement pursuant to its terms (after giving effect to any applicable notice and cure provisions).

• Each of Merger Sub, the Company and the Restricted Subsidiaries represents and warrants to each Agent and to each of the Lenders, with respect to Borrowings made on the Closing Date, that on the Closing Date immediately prior to consummation of the Merger, the Specified Merger Agreement Representations and the Specified Representations are true and correct in all material respects.

• The Specified Iliad Merger Agreement Representations shall be true and correct in all material respects as of the Closing Date (or as of such earlier date if expressly made as of such earlier date.

• Each of Merger Sub, the Company and the Restricted Subsidiaries of the Company represents and warrants to each Agent and to each of the Lenders, with respect to Borrowings made on the Closing Date, that on the Closing Date immediately prior to consummation of the Merger, the Specified Merger Agreement Representations and the Specified Representations are true and correct in all material respects.

• All Merger Agreement Representations shall be true and correct on the Initial Borrowing Date, and all Specified Representations made by any Credit Party shall be true and correct in all material respects, on the Initial Borrowing Date.

More Definitions of Merger Agreement Representations

Merger Agreement Representations means such of the representations and warranties made in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Xperi (or its Affiliate) or TiVo (or its Affiliate) has the right (taking into account any applicable notice and cure provisions) to terminate its (or such Affiliate’s) obligations under the Merger Agreement or decline to consummate the Mergers (in each case, in accordance with the terms thereof) as a result of a breach of such representations and warranties.

Merger Agreement Representations means such of the representations and warranties made by the Company in the Merger Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that ADI (or any of its Affiliates) has the right to terminate its obligations under the Merger Agreement or the right to elect not to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement.

Merger Agreement Representations means those representations made by (or relating to) BWAY Holding and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings or any of its Affiliates (determined immediately before giving effect to the Merger) has the right (determined without regard to any notice requirement) to terminate its obligations (or to refuse to consummate the Merger) under the Merger Agreement as a result of a breach of such representation.

Merger Agreement Representations means such of the representations and warranties made by Target in the Merger Agreement that are material to the interests of the Lenders, but solely to the extent that PK Domestic LLC has (or an Affiliate of PK Domestic LLC has) the right to terminate PK Domestic LLC’s (or an Affiliate’s of PK Domestic LLC) obligations under the Merger Agreement, or to decline to consummate the Merger pursuant to the Merger Agreement as a result of a breach of such representations and warranties.

Merger Agreement Representations means the representations made by Xxxx-Xxxxx in the Xxxx-Xxxxx Merger Agreement as are material to the interests of Administrative Agent, Arrangers and Lenders, but only to the extent that Parent, SSD or any Affiliate of either of them has the right to terminate the obligations under the Xxxx-Xxxxx Merger Agreement as a result of a breach of such representations.

Merger Agreement Representations means the representations and warranties referred to in the first sentence of Section 4.02(d).

Merger Agreement Representations means those representations made by BWAY Holding, its Subsidiaries and businesses in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that BOE Holding Company has the right to terminate its obligations under the Merger Agreement, or to decline to consummate the Merger pursuant to the Merger Agreement, as a result of a breach of such representations in the Merger Agreement.