Shareholder Representations definition
Examples of Shareholder Representations in a sentence
In connection with the sale of their shares of Common Stock pursuant to this Section 4.03, the Drag-Along Shareholders shall not be required to make any representations and warranties other than the Shareholder Representations.
No Tag-Along Shareholder shall be liable in respect of any indemnification provided in connection with a Tag-Along Sale (with respect to such Shareholder's Shareholder Representations) in excess of the consideration received by such Tag-Along Shareholder in such Tag-Along Sale and no Tag-Along Shareholder shall be required to participate in any escrow relating to such Tag-Along Sale in excess of such Tag-Along Shareholder's participation in the Tag-Along Sale.
Notwithstanding the foregoing, breaches with respect to any of the Selected Company Representations and Warranties, the Selected Shareholder Representations and Warranties, and the other representations and warranties contained in Sections 3.1.6 and 3.1.9 are not subject to the Basket and the Cap.
Principal AEOG Shareholder Representations and Warranties that he has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other Closing Documents to which he is a party and to perform his obligations under this Agreement and the other Closing Documents to which he is a party, and he has good and marketable title to all of the AEOG Shares listed in Exhibit A hereto, free and clear of all liens, claims and encumbrances of any third persons.
Subject to Section 11.2, each Shareholder, severally and not jointly, shall indemnify, defend and hold harmless SRC from, against and in respect of any and all claims, damages, losses, deficiencies, liabilities, assessments, judgments, costs, fees (including attorneys’ fees) and expenses resulting from, relating to or arising out of any misrepresentation, inaccuracy in or breach of such Shareholder’s Shareholder Representations (a “Shareholder Claim”).
From and after the Closing, the parties shall be indemnified as provided in this Section 7.2. The representations and warranties of the Unitron Shareholders set forth in Section 6.1 (collectively, the "Shareholder Representations") shall survive the Closing and continue in full force and effect forever thereafter (subject to any applicable statute of limitations).
The representations and warranties of the GDS Shareholders set forth in SECTION 7.1 (collectively, the "Shareholder Representations") and the representations and warranties of Sabratek set forth in SECTION 7.3(E) and in the Sabratek Closing Statement (collectively, the "Sabratek Representations") shall survive the Closing and shall not be merged therein.
REPRESENTATIONS AND WARRANTIES 9 Section 5.01 Shareholder Representations and Warranties.
Promptly following the Effective Time and receipt of Andromedia Certificates and/or the Bonds and Andromedia Shareholder Representations, Macromedia will cause its transfer agent to issue to such surrendering holder certificate(s) for the number of shares of Macromedia Common Stock to which such holder is entitled pursuant to Section 1.1, subject to Section 1.2 hereof, and Macromedia will distribute any cash payable under Section 1.2.
REPRESENTATIONS AND WARRANTIES 9 Section 5.01 Shareholder Representations and Warranties 9 ARTICLE VI.