Representations and Warranties and Covenants of the Company. As of the date hereof and the Closing Date, the Company represents and warrants to, and covenants with, the Exchanging Investors that:
Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this Seventh Amendment (which representations shall survive the execution and delivery of this Seventh Amendment), the Company represents and warrants to Prudential that:
Representations and Warranties and Covenants of the Company. (a) The Company represents and warrants to Zanett that this Agreement has been duly authorized, executed and delivered by the Company and, assuming the due execution by Zanett, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
Representations and Warranties and Covenants of the Company. The Company represents and warrants, that as of the date of this Agreement, (a) none of the Company, the Board nor their respective advisors are engaged in discussions to grant board representation or board designation rights to any other entity which is a shareholder of the Company, except for the Icahn Group, and (b) the date for the 2024 Annual Meeting is scheduled for April 23, 2024 (and shall, in any event, be held no later than May 25, 2024). Further, the Company agrees that if the Company enters into an agreement, arrangement or understanding, or otherwise grants any rights, to any other shareholder of the Company to avoid a proxy or similar contest with such shareholder at the 2024 Annual Meeting, then to the extent such agreement, arrangement or understanding grants any right or rights that are more favorable than those set forth in this Agreement, the Company agrees it shall offer the same such rights to the Icahn Group.
Representations and Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as follows:
Representations and Warranties and Covenants of the Company. The Company represents and warrants to the Investor and acknowledges that it is relying upon such representations and warranties in entering into this agreement and purchasing Convertible Notes and Warrants that:
Representations and Warranties and Covenants of the Company. The Company represents and warrants, that as of the date of this Agreement, (a) none of the Company, the Board nor their respective advisors are engaged in discussions to grant board representation or board designation rights to any other stockholder of the Company, except for the Icahn Group and (b) the Company will establish as the record date for the 2024 Annual Meeting a date within 30 days before or after the date that is the one-year anniversary of the record date for the 2023 Annual Meeting (i.e., within 30 days before or 30 days after March 6, 2024). Once the record date for the 2024 Annual Meeting has been established and disclosed by the Board, except to the extent required by law, any court of competent jurisdiction, or any governmental or regulatory body, including without limitation the Securities and Exchange Commission or the rules or regulations of the New York Stock Exchange, without the written consent of the Icahn Group, the Company shall not change the record date for the 2024 Annual Meeting. Further, the Company agrees that if the Company enters into an agreement, arrangement or understanding, or otherwise grants any rights, to any other stockholder of the Company to avoid a proxy or similar contest with such stockholder at the 2024 Annual Meeting, then to the extent such agreement, arrangement or understanding grants any right or rights that are more favorable than those set forth in this Agreement, the Company agrees it shall offer the same such rights to the Icahn Group.
Representations and Warranties and Covenants of the Company. As of the date hereof and the Closing Date, the Company represents and warrants to, and covenants with, the Exchanging Investors that, other than as disclosed in any reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or timely filed notifications of late filings for any of the foregoing (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”):
Representations and Warranties and Covenants of the Company. The Company hereby represents and warrants to Seller as follows:
Representations and Warranties and Covenants of the Company. The Company hereby represents and Class A Warrants and covenants to the Warrant Agent and the holders of the Class A Warrants that at the date hereof and at the date of each issuance of Class A Warrant Shares:
