Representations and Warranties; Covenants of the Company. (i) The representations and warranties of the Company made in this Agreement, without giving effect to any “material,” “materially” or Material Adverse Effect qualification contained therein, shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representations and warranties shall be true and correct on the date so specified), except where such failure or failures to be true and correct would not result, individually or in the aggregate, in a Material Adverse Effect; (ii) the covenants and agreements set forth in this Agreement to be performed or complied with by the Company at or prior to the Closing shall have been performed or complied with in all material respects; and (iii) Buyer and Merger Sub shall have received a certificate of the Company, dated as of the Closing Date, certifying as to the matters set forth in clauses (i) and (ii) of this Section 7.2(a).
Representations and Warranties; Covenants of the Company. The Company hereby represents and warrants to, covenants to and agrees with the Investor that, as of the date hereof:
Representations and Warranties; Covenants of the Company. A. The Financing will be conducted pursuant to the registration statement on Form F-3 (File No. 333-214197) with respect to the Shares underlying the ADSs, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” The Company has prepared and filed with the Commission a registration statement on Form F-6 (File No. 333-206771) relating to the ADSs. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the 1933 Act, including all documents incorporated or deemed to be incorporated by reference therein, is called the “ADS Registration Statement.” The Company expects to file with the Securities and Exchange Commission a prospectus supplement to the Base Prospectus relating to the Rights Offering (the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”).
Representations and Warranties; Covenants of the Company. (i) (A) The representation and warranty of Seller and the Company made in Section 2.15(a) (Absence of Changes or Events) of this Agreement shall be true and correct in all respects at and as of the Closing as though made at and as of such time, (B) the representations and warranties of Seller and the Company made in Section 2.04(a) and Section 2.04(b) (Capitalization) of this Agreement shall be true and correct at and as of the Closing as though made at and as of such time, except for any de minimis inaccuracies, (C) the representations and warranties of Seller and the Company made in Section 2.01(a) (Organization and Standing), Section 2.02 (Authority; Binding Effect) and Section 2.19 (Sufficiency of Assets) of this Agreement shall be true and correct in all material respects at and as of the Closing as though made at and as of such time, except to the extent such representations and warranties expressly relate to an earlier time (in which case such representations and warranties shall be true and correct in all material respects at and as of such earlier time), and (D) the representations and warranties of Seller and the Company made in Article II of this Agreement (other than those listed in the preceding clauses (A), (B) and (C)) shall be true and correct at and as of the Closing as though made at and as of such time (except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties shall be true and correct at and as of such earlier time), except for such failure to be so true and correct that would not reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect; provided, that solely with respect to the foregoing clause (D), qualifications as to “materially” or “Company Material Adverse Effect” set forth in such representations and warranties shall be disregarded (except with respect to any such qualification to the extent it qualifies an affirmative obligation to list specified items on the Disclosure Schedule, as contemplated by Section 2.10(i) (Intellectual Property), Section 2.11(a) (Contracts), Section 2.14(a) (Benefit Plans) and Section 2.20 (Material Customers and Material Suppliers)).
