Representations and Warranties Regarding Merger Sub. Each of the Parents hereby represent and warrant to NYSE Euronext as set forth in this Section 3.4.
Representations and Warranties Regarding Merger Sub. Merger Sub represents and warrants to Holdings as follows:
Representations and Warranties Regarding Merger Sub. The Company and Merger Sub each jointly and severally represents and warrants to Rexahn as follows with respect to Merger Sub:
Representations and Warranties Regarding Merger Sub. Parent --------------------------------------------------- and Merger Sub jointly and severally represent and warrant to Company as follows:
Representations and Warranties Regarding Merger Sub. The Company and Merger Sub each jointly and severally represents and warrants to Axiom Mexico as follows with respect to Merger Sub:
Representations and Warranties Regarding Merger Sub. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
Representations and Warranties Regarding Merger Sub. Each of LBI and Merger Sub represents and warrants to USAuto that each statement contained in this ARTICLE VI is correct and complete.
Representations and Warranties Regarding Merger Sub. The Company and Merger Sub each jointly and severally represents and warrants to Gardedam as follows with respect to Merger Sub:
Representations and Warranties Regarding Merger Sub. Parent and Merger Sub jointly and severally represent and warrant to the Company as follows: (A) Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub has not engaged in any business since it was incorporated other than in connection with its organization and the transactions contemplated by this Agreement. (B) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $.01 per share, all of which are validly issued and outstanding, fully paid and nonassessable and are directly owned by Parent free and clear of all liens, claims and encumbrances. (C) Merger Sub has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors and sole stockholder of Merger Sub. This Agreement constitutes a valid and binding obligation of Merger Sub enforceable against Merger Sub in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. No other corporate proceedings on the part of Merger Sub are necessary to authorize this Agreement and the transactions contemplated hereby. Except as required by the HSR Act, the Securities Act (as defined in Section 2.4), the Exchange Act (as defined in Section 2.4) and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any Governmental Entity (as defined in Section 2.4) is necessary for the consummation by Merger Sub of the Merger or the transactions contemplated by this Agreement, other than filings, registrations, authoriza- A-12 13 tions, consents or approvals the failure to make or obtain which would not prevent the consummation of the transactions contemplated this Agreement. ARTICLE III
