definiens: means that a court of competent jurisdictio n has concluded, in a final and non - appealable order, decree, ruling or other action, that a Party hereto has committed an act in connection with the representations and warranties contained in Article 3 of this Warrant with specific intent to induce s uch other party to enter into this Warrant or to give the Exe rcise Notice and requires ( i ) a false representatio n of material fact made herein ; ( ii ) with knowledge that such rep resentation is false when made ; ( iii ) with the spec ific intention to induce the Party to whom such represen tation is made to act or refrain from acting in rel iance upon it ; ( iv ) causing that party, in justifiable relianc e upon such false representation and with ignorance to the falsity of such representation, to take or refrain from tak ing action ; and ( v ) causing such party to suffer da mage by reason of such reliance