Merger Agreement Representations definition

Merger Agreement Representations means such of the representations and warranties made by or on behalf of the Acquired Business in the Merger Agreement but only to the extent that the Borrower (or its Affiliates) has the right to terminate (or not perform) its obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement.

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 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.

Examples of Merger Agreement Representations in a sentence

• The Specified Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (or if qualified by materiality, in all respects).

• Effect (as defined in Exhibit B ) has occurred and (iii) compliance with any Merger Agreement Representations.

• The Specified Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects).

• This Commitment Letter shall be governed by, and construed in accordance with, the law of the State of New York; provided that the laws of the State of Delaware shall govern in determining (i) whether the Merger Transactions have been consummated in accordance with the terms of the Merger Agreement, (ii) whether a Target Material Adverse Effect (as defined in Exhibit B ) has occurred and (iii) compliance with any Merger Agreement Representations.

• The Arranger shall have received customary legal opinions, corporate documents and officers’ and public officials’ certifications; evidence of authority; delivery of notice; and accuracy of the Merger Agreement Representations and the Specified Representations (as defined below).

More Definitions of Merger Agreement Representations

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 such of the representations made by (or relating to) SIRE and SRP in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has (or its applicable Affiliate has) the right (determined without regard to any notice requirement) to terminate its (or its Affiliate’s) obligations (or to refuse to consummate the SIRE Merger) under the 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 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 the representations and warranties made by or on behalf of the Company in the Merger Agreement as are material to the interests of the Lenders.