Shareholder Representations definition

Shareholder Representations means the representations and warranties of the Company Shareholders set forth in this Agreement.
Sample 1Sample 2
Shareholder Representations has the meaning assigned to it in Section 9.1(b)(i).
Sample 1Sample 2
Shareholder Representations has the meaning set forth in Section 6.2(c)(ix).
Sample 1

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.

  • His associate, Ms. Kittredge, is less experienced, but seeks the lower rate of $225 per hour.

  • Prior to the Closing, DWWC shall distribute to its shareholders and shall obtain from each shareholder to execute such offeree questionnaires and/or representation letters ("Shareholder Representations") as may be requested by SportsLine so as to permit compliance by SportsLine with the applicable securities Laws.

  • 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.

  • Each of the shareholders of VantageSouth will have executed the VantageSouth Shareholder Representations in the form of Exhibit C hereto.

  • 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.

  • 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”).

  • REPRESENTATIONS AND WARRANTIES 9 Section 5.01 Shareholder Representations and Warranties.

  • 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.


More Definitions of Shareholder Representations

Shareholder Representations those representations and warranties set forth in Section 3.6.
Sample 1

Related to Shareholder Representations

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Seller Representative means Xxxxx Bank.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Buyer Representatives means the Buyer's accountants, counsel, environmental consultants, financial advisors and other authorized representatives.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.