CONCERNING THE COMPANY. The Consultant agrees that he shall retain the confidential information in strict confidence and not disclose to any third party any or all of the confidential information without the express written prior consent of the Company. Furthermore, the Consultant agrees that during the term (as defined below) and for a period of one year thereafter neither he nor any affiliate or family member shall directly or indirectly, for their account or on behalf of any other party, whether as an employer, employee, Consultant, manager, member, agent, broker, contractor, stock holder, director, officer, investor, owner, lender, partner, joint venturer, franchiser, franchisee, licensor, licensee, sails representative, distributor, or otherwise, or through any business entity or vehicle whatsoever: (i) conduct, advise or render services to any business activity in competition with the Company or (ii) solicit hire or retain any employee or Consultant or its affiliate, or persuade or entice any employee or Consultant of the Company to leave the employ of the Company or its affiliates.
CONCERNING THE COMPANY. In order to induce the Purchaser to enter into this Agreement and complete its obligations hereunder, the Company represents and warrants to The Purchaser that:
CONCERNING THE COMPANY. 1. The Company represents to the Transfer Agent that:
CONCERNING THE COMPANY. Except as set forth in the disclosure letter of Company dated as of the Agreement Date, including all Schedules thereto which will specifically reference the sections or subsections of this Article 3 to which the items of disclosure therein constitute an exception (unless and then to the extent the relevance to other sections or subsections is reasonably apparent from the face of the disclosed exception or from a reading of the document(s) referred to in such exception), which has been delivered by Company to Acquirer concurrently with the parties’ execution of this Agreement (the “Company Disclosure Letter”), Company and Arrowhead represent and warrant to Acquirer that each of the representations and warranties contained in the following sections or subsections of this Article 3 is true and correct as of the Agreement Date:
CONCERNING THE COMPANY. The Company represents and warrants to Parent and Merger Sub as follows:
CONCERNING THE COMPANY. Except as set forth in the Disclosure Schedules (which shall be prepared in accordance with and qualify such representations and warranties to the extent and in the manner set forth in Section 11.01), the Company, SBEEG and the Manager, on a joint and several basis, make the following representations and warranties to the Parent and the Merger Sub:
CONCERNING THE COMPANY. The Company represents and warrants to the Buyer that each of the statements contained in this Article 3 when read together with and qualified by the Disclosure Schedule is true and correct as of the date hereof.
CONCERNING THE COMPANY. The Company represents and warrants to Parent and Sub that except to the extent set forth on the disclosure schedule delivered contemporaneously with this Agreement by the Company to Buyer:
CONCERNING THE COMPANY. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so qualify would have a material adverse effect on the Company and its subsidiaries taken as a whole. The Company has registered its Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Common Stock is listed and trades on the NASDAQ Small Cap Market. The Company has filed all material required to be filed pursuant to all applicable reporting obligations under either Section 13(a) or 15(d) of the Exchange Act for a period of at least twelve (12) months immediately preceding the offer or sale of the Shares. The Company meets the eligibility requirements of the Commission with respect to the use of Form SB-2 for the filing of a registration statement with the Commission.
CONCERNING THE COMPANY. 4.1 Organization and Corporate Power 7 4.2 Authorization of Transactions 7 4.3 Capitalization 7 4.4 Subsidiaries; Investments 8 4.5 Absence of Conflicts 8 4.6 Financial Statements 8 4.7 Absence of Undisclosed Liabilities 9 4.8 Absence of Certain Developments 9 4.9 Real and Personal Property 11 4.10 Accounts Receivable 12 4.11 Taxes 12 4.12 Contracts and Commitments 14 4.13 Proprietary Rights 15 4.14 Litigation; Proceedings 16 4.15 Brokerage 16 4.16 Governmental Licenses and Permits 16 4.17 Employee Benefit Plans 16 4.18 Insurance 18 4.19 Officers and Directors; Bank Accounts 18 Page 4.20 Affiliate Transactions 18 4.21 Compliance with Laws 19 4.22 Environmental and Safety Matters 18 4.23 Warranty 20 4.24 Employees 21 4.25 Powers of Attorney; Guarantees 22 4.26 Indebtedness 22 4.27 Inventory 22 4.28 Disclosure 22 ARTICLE V
