PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company that, except (i) as disclosed in Parent SEC Reports filed with, or furnished to, the SEC from and after January 1, 2019 and prior to the date of this Agreement (other than in any “risk factor” disclosure under the heading “Risk Factors” or any forward looking statements contained therein) or (ii) as set forth on the corresponding sections or subsections of the disclosure schedules delivered to the Company by Parent concurrently with entering into this Agreement (the “Parent Disclosure Schedule”), it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Schedule shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure:
PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as follows:
PARENT AND MERGER SUB. Each of Parent and Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and prior to the Effective Time will have engaged in no other material business activities and will have incurred no liabilities or obligations other than as contemplated herein or in connection with the transactions contemplated hereby, including in connection with arranging the Financing. As of the date hereof, there were 100 shares of common stock of Merger Sub issued and outstanding, representing the only shares of capital stock of Merger Sub outstanding and entitled to vote on the Merger.
PARENT AND MERGER SUB. (a) Each of Parent and Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein.
PARENT AND MERGER SUB. Parent and Merger Sub each hereby represent and warrant to the Company that (i) each of Parent and Merger Sub has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Amendment No. 2 and (ii) this Amendment No. 2 has been duly executed and delivered by each of Parent and Merger Sub and, assuming due execution and delivery of this Amendment No. 2 by the Company, constitutes a legal, valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its term, subject to the Bankruptcy and Equity Exception.
PARENT AND MERGER SUB. As an inducement for the Company to enter into this Agreement, Parent and Merger Sub hereby jointly and severally make the following representations and warranties to the Company; provided, however, that such representations and warranties shall be subject to and qualified by: (a) the disclosure letter delivered by Parent to the Company as of the date hereof (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein) (the “Parent Disclosure Letter”) (it being understood that (i) the disclosure of any fact or item in any section of the Parent Disclosure Letter shall, should the existence of such fact or item be relevant to any other section, be deemed to be disclosed with respect to that other section to the extent that such disclosure is made in a manner that makes its relevance to the other section reasonably apparent and (ii) the disclosure of any matter or item in the Parent Disclosure Letter shall not be deemed to constitute an acknowledgement that such matter or item is required to be disclosed therein or is material to a representation or warranty set forth in this Agreement and shall not be used as a basis for interpreting the terms “material,” “materially,” “materiality,” “Parent Material Adverse Effect” or any word or phrase of similar import and does not mean that such matter or item, alone or together with any other matter or item, would constitute a Parent Material Adverse Effect); and (b) information contained in Parent Reports (excluding any exhibits thereto and excluding disclosures under “Risk Factors” and other forward-looking or predictive statements) filed with the SEC prior to the date hereof (but only to the extent that such disclosure on its face appears to constitute information that would reasonably be deemed a qualification or exception to the following representations and warranties).
PARENT AND MERGER SUB. Saw Mill believes the Merger is fair to the Public Shareholders. However, neither Saw Mill nor any of its affiliates has undertaken any formal evaluation of the fairness of the Merger to the Company's shareholders. Moreover, Saw Mill did not participate in the deliberations of the Special Committee or receive advice from the Special Committee's financial advisor. Consequently, Saw Mill is not in a position to specifically adopt the conclusions of the Special Committee with respect to the fairness of the Merger to the Public Shareholders. Because of the variety of factors considered, Saw Mill did not find it practicable to make specific assessments of, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. Saw Mill's determination that the Merger is fair was made after consideration of all factors it determined to be relevant. These factors include: - the current and past trading prices of Common Stock compared to the common stock of other similar manufacturers; - the Merger will provide the Public Shareholders a significant premium for their shares compared to the market price at the time the Company publicly announced a possible sale; - the Merger Agreement was the result of arm's-length negotiations in which the Special Committee was assisted by its independent financial and legal advisers; - the Company has advised Saw Mill that its proposal was believed to be the best alternative for the Company and the Public Shareholders; - the establishment of the Special Committee to evaluate Saw Mill's proposal as well as other alternatives; - the unanimous recommendation of the Special Committee; - the fact that the Special Committee received a written opinion from its independent financial advisor as to the fairness, from a financial point of view, of the Merger Consideration to the Public Shareholders;
PARENT AND MERGER SUB. The Merger is being completed to permit Saw Mill, together with the Management Shareholders, to acquire the Company from the Public Shareholders and take the Company from being a public corporation to being a private corporation. After the Merger, Saw Mill will indirectly control the Surviving Corporation through its control of Parent. VOTING AGREEMENT Each of Parent, Merger Sub, Saw Mill, Saw Mill Investments II, LLC and Mr. Xxxxx xxxuired beneficial ownership of 7,686,683 shares of Common Stock (representing approximately 37.6% of the outstanding Common Stock as of the date hereof) on the execution of a voting agreement, dated as of January 30, 2000 (the "Voting Agreement"), by and between Merger Sub, the Management Shareholders, Janex X. Xxxxxx xxx the Martxx Xxxily Foundation. The Management Shareholders, Mrs. Xxxxxx xxx the Martxx Xxxily Foundation entered into the Voting Agreement in order to induce Merger Sub to enter into the Merger Agreement. Under the Voting Agreement, the Management Shareholders, Mrs. Xxxxxx xxx the Martxx Xxxily Foundation have agreed that at any meeting of the Company's shareholders called for the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement or a transaction involving the acquisition of a material portion of the Company's assets or capital stock other than the Merger, or in connection with any written consent of the holders of shares of Common Stock, or in any other circumstances in which the Management Shareholders, Mrs. Xxxxxx xx the Foundation are entitled to vote, consent or give any other approval, with respect to the Merger Agreement, the transactions contemplated by the Merger Agreement or a third party transaction, to vote, or cause to be voted, the shares of Common Stock held by the Management Shareholders, Mrs. Xxxxxx xxx the Martxx Xxxily Foundation at the direction of Merger Sub with respect to such transactions. The Management Shareholders, Mrs. Xxxxxx xxx the Martxx Xxxily Foundation also agreed under the Voting Agreement to vote against actions or agreements that would interfere with the completion of the Merger. The Management Shareholders, Mrs. Xxxxxx xxx the Martxx Xxxily Foundation granted Merger Sub an irrevocable proxy to vote the shares of Common Stock held by such shareholders as indicated above. Furthermore, the Management Shareholders, Mrs. Xxxxxx xxx the Foundation agreed not to: - transfer any of the shares of Common Stock held by the Management Sharehold...