REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB INC. Subject to Section 11.5, (a) except as disclosed in the Parent SEC Documents publicly filed or furnished to the SEC prior to the date of this Agreement; provided, that in no event shall any risk factor disclosure under the heading “Risk Factors” or disclosure set forth in any “forward looking statements” disclaimer or other general statements to the extent they are cautionary, predictive or forward looking in nature that are included in any part of any Parent SEC Document be deemed to be an exception to, or, as applicable, disclosure for purposes of, any representations and warranties of Parent or Merger Sub Inc. contained in this Agreement or (b) except as set forth in the Parent Disclosure Letter, Parent and Merger Sub Inc. represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB INC. 52 Section 5.1 Corporate Existence and Power 52 Section 5.2 Corporate Authorization 53 Section 5.3 Governmental Authorization 53 Section 5.4 Non-contravention 53 Section 5.5 Capitalization 54 Section 5.6 SEC Filings and the Xxxxxxxx-Xxxxx Act 55 Section 5.7 Financial Statements 57 Section 5.8 Information Supplied 57 Section 5.9 Absence of Certain Changes 57 Section 5.10 Solvency 57 Section 5.11 No Undisclosed Material Liabilities 58 Section 5.12 Compliance with Laws and Court Orders; Governmental Authorization 58 Section 5.13 Litigation 59 Section 5.14 Opinion of Financial Advisor 59 Section 5.15 No Additional Representations 59 ARTICLE VI COVENANTS OF THE COMPANY 60 Section 6.1 Conduct of the Company 60 Section 6.2 Modifications of Certain Outstanding Securities and Awards 63 Section 6.3 Information and Consultation 64 Section 6.4 No Solicitation; Other Offers 64 Section 6.5 Company Stockholders’ Meeting 67 ARTICLE VII COVENANTS OF PARENT AND MERGER SUB INC. 68 Section 7.1 Conduct of Parent 68 Section 7.2 Obligations of Merger Sub Inc 68 Section 7.3 Approval by Sole Stockholder of Merger Sub Inc. 68 Section 7.4 Director and Officer Indemnification 69 Section 7.5 Stock Exchange Listing 70 Section 7.6 Employee Matters 70 ARTICLE VIII COVENANTS OF PARENT AND THE COMPANY 71 Section 8.1 Efforts 71 Section 8.2 Financing Cooperation 73 Section 8.3 Registration Statement; Information Statement; Proxy Statement 75 Section 8.4 Public Announcements 77 Section 8.5 Notices of Certain Events 77 Section 8.6 Access to Information 78 Section 8.7 Section 16 Matters 78 Section 8.8 Stockholder Litigation 78 ARTICLE IX CONDITIONS TO THE MERGER 79 Section 9.1 Conditions to Obligations of Each Party 79 Section 9.2 Conditions to Obligations of Parent and Merger Sub Inc. 79 Section 9.3 Conditions to Obligations of the Company 80 Section 9.4 Frustration of Closing Conditions 81 ARTICLE X TERMINATION 81 Section 10.1 Termination 81 Section 10.2 Effect of Termination 83 Section 10.3 Termination Fees; Expense Reimbursement 83 ARTICLE XI MISCELLANEOUS 85 Section 11.1 No Survival of Representations and Warranties 85 Section 11.2 Amendment and Modification 85 Section 11.3 Extension; Waiver 85 Section 11.4 Expenses 86 Section 11.5 Disclosure Letter References 86 Section 11.6 Notices 86 Section 11.7 Counterparts 88 Section 11.8 Entire Agreement; No Third Party Beneficiaries 88 Section 11.9 Severability 89 Section 11.10 Assignment 89 Section 11.11 Governing Law 89 Section 11.12 Enforcement;...
