Stockholder Representations definition

Stockholder Representations has the meaning set forth in Section 4.01.
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Stockholder Representations means the representations and warranties contained in Section 6.1, Section 6.2, Section 6.3, and Section 6.4.
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Examples of Stockholder Representations in a sentence

  • In connection with such Sale, no such Investor Stockholder shall be required to (i) make any representations other than Stockholder Representations or (ii) participate in any escrow or indemnity obligation relating to such Sale in excess of such Investor Stockholder’s pro rata participation in the Sale (based on proceeds to be received).

  • No Company Founding Stockholder shall have liability for breaches of representations or warranties made by the Company in excess of the Merger Consideration received by such Company Founding Stockholder, except in the event of fraud by such Company Founding Stockholder or a breach of such Company Founding Stockholder’s Stockholder Representations.

  • Stockholders holding an aggregate of eighty-five percent (85%) of the issued and outstanding Shares entitled to vote on the Merger shall have: (i) approved the Merger, the Certificate of Merger and the transactions contemplated by this Agreement; and (ii) approved, the extent necessary, the actions taken with respect to all outstanding Stock Options and Warrants; (f) Stockholder Representations.

  • Notwithstanding anything to the contrary contained in Section 6.1(a), but subject to Section 6.1(d), the Corporate and Shareholder Representations and the Individual Stockholder Representations shall survive the Closing (and any later sale, transfer or other disposition of any or all of the equity or assets of the Survivor) and not be subject to expiration.

  • The Stockholder Representations Warranties and Covenants are several obligations.

  • The works site area will be clearly marked.(iii) Installation of lubricant and fuel depots: Petrochemical products will be stored either in reservoirs or drums placed in appropriate containment areas, so as to avoid spilling or leakage and minimize fire hazards.

  • With respect to Stockholder Representations, each Non-Majority Stockholder shall be severally and not jointly liable only for his or her own Stockholder Representations.

  • With respect to individual representations and warranties as to title to the Securities, the absence of any liens on such Securities and authority to consummate the transaction (the "STOCKHOLDER REPRESENTATIONS"), each Non-Majority Stockholder shall be severally and not jointly liable only for his or her own Stockholder Representations.

  • Any Company Securityholder that executes and delivers an Investor Letter will become a Party to this Agreement and shall be subject to all of the terms and conditions of this Agreement applicable to it as a Company Securityholder hereunder and under the Investor Letter, including the making of the Stockholder Representations.

  • At the end of the Holdback Period, delivery of any remaining Indemnity Holdback Shares released to the Company Stockholders pursuant to this Section shall be made pro rata based on the number of shares of Parent Common Stock issued to each holder thereof and held back by Parent (subject to any indemnification claims based upon breach by a Company Stockholder of its Stockholder Representations).

Related to Stockholder Representations

  • 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.

  • 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.

  • Stockholder 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 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).

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

  • Seller Representative means Xxxxx Bank.

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

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

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

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

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

  • 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).

  • 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.

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

  • Investment Representation Letter As defined in Section 5.02(b).

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition 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).

  • 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).

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

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

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

  • 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.

  • 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.