Parent Specified Representations definition

Parent Specified Representations shall have the meaning set forth in Section 7.1.

Parent Specified Representations means the representations and warranties of Parent set forth in Section 4.1(a) (Corporate Organization; Parent Subsidiaries), Section 4.3 (Authority Relative to this Agreement) and Section 4.8 (Sufficient Funds).

Parent Specified Representations means the representations and warranties of Parent and Merger Sub contained in Sections 3.2, 3.9, 3.10, 3.11, 3.13 and 3.15 of the Agreement. Parent Triggering Event. A "Parent Triggering Event" shall be deemed to have occurred if: (a) the board of directors of Parent shall have failed to recommend that Parent's stockholders vote to approve the issuance of Parent Common Stock in the Merger, or shall have withdrawn or shall have modified in a manner adverse to the Company the Parent Board Recommendation; (b) Parent shall have failed to include in the Joint Proxy Statement/Prospectus the Parent Board Recommendation or a statement to the effect that that board of directors of Parent has determined and believes that the issuance of Parent Common Stock in the Merger is in the best interests of Parent's stockholders; or (c) the board of directors of Parent fails to reaffirm the Parent Board Recommendation, or fails to reaffirm its determination that the issuance of Parent Common Stock in the Merger is in the best interests of Parent's stockholders, within 10 days after the Company requests in writing that such recommendation or determination be reaffirmed.

Examples of Parent Specified Representations in a sentence

• The Parent 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.

• Subject to the limitations and other provisions of this Agreement, the representations and warranties contained in this Agreement shall not survive, and shall terminate and be extinguished as of, the Effective Time; provided, that the Company Specified Representations and the Parent Specified Representations shall survive and shall remain in full force and effect until the date that is nine (9) months following the anniversary of the Closing Date (the “Survival Period”).

• The representations and warranties of the Company and Parent contained in this Agreement shall survive until the expiration of the Holdback Period, except that the Company Specified Representations, Parent Specified Representations, any covenant in this Agreement with respect to Taxes, and any claim in respect of fraud, shall survive until sixty (60) days after the expiration of any applicable statute of limitations (including any extensions or tolling thereof).

• All of the notes are due on demand, bear interest at 10% per annum and are uncollateralized.

• The Parent Specified Representations are incorporated herein by reference, mutatis mutandis, as if fully set forth herein and, except as set forth on the Disclosure Schedule, such Parent Specified Representations are true and correct as of the Effective Date and as of each Closing Date (in each case, except to the extent that any such Parent Specified Representation specifically relates to an earlier date, in which case it shall be true and correct as of such earlier date).

More Definitions of Parent Specified Representations

Parent Specified Representations means the representations and warranties of Parent, Merger Sub 1 and Merger Sub 2 set forth in Section 5.01 (Corporate Existence and Power), Section 5.02 (Corporate Authorization), Section 5.04 (Non-contravention), Section 5.05 (Capitalization) and Section 5.18 (Finders’ Fees, etc.).

Parent Specified Representations shall have the meaning set forth in Section 9.1(b) of the Agreement.

Parent Specified Representations means the representations and warranties of Parent and Merger Sub contained in Sections 3.2(a), 3.9, 3.11, 3.12 and 3.14 of the Agreement or the equivalent sections of the Parent Disclosure Schedule. Parent Triggering Event. A “Parent Triggering Event” shall be deemed to have occurred if: (a) the board of directors of Parent shall have withdrawn or shall have modified in a manner adverse to the Company the Parent Board Recommendation; (b) Parent shall have failed to include in the Joint Proxy Statement/Prospectus the Parent Board Recommendation; or (c) the board of directors of Parent fails to reaffirm the Parent Board Recommendation within 10 days after the Company reasonably requests in writing that such recommendation be reaffirmed.

Parent Specified Representations means the Parent Fundamental Representations and the representations and warranties of Parent set forth in Section 5.17 (“No Brokers or Finders”).

Parent Specified Representations means: (i) the representations and warranties set forth in Sections 5.01(a) (Organization and Good Standing), 5.02 (Corporate Authorization), 5.04(a)(i) (Non-Contravention), 5.05 (Capitalization) and 5.10 (Brokers); and (ii) the representations and warranties set forth in the certificate referenced in Section 9.03(a), to the extent such representations and warranties relate to any matters addressed in any of the representations and warranties specified in clause (i) of this sentence.

Parent Specified Representations means the representation and warranties contained in Sections 3.1 (Organization, Standing and Power), 3.2(a) (Authority), 3.3(c) (Due Issuance), and 3.8 (Brokers’ and Finders’ Fees).

Parent Specified Representations means the representations and warranties of Parent set forth at S ection 4.1, 4 .2 and 4 .3.